Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
CITIZENS NORTHERN CORP
Jurisdiction of Incorporation/Organization
PENNSYLVANIA
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

90-92 MAIN STREET
WELLSBORO, PA 16901
Phone Number: subscription required

Item 3. Related Persons

Name
MARK A. HUGHES
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
BOBBI J. KILMER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
TERRY L. LEHMAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROBERT G. LOUGHERY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
FRANK G. PELLEGRINO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STEPHEN M. DORWART
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
TIMOTHY E. SCHOENER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
J BRADLEY SCOVILL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
AARON K. SINGER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CLARK S. FRAME
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SUSAN E. HARTLEY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LEO F. LAMBERT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
HELEN SANTIAGO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STAN R. DUNSMORE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
SHELLEY L. D'HAENE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
HAROLD F. HOOSE, III
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JOHN M. REBER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
THOMAS L. RUDY, JR.
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
BLAIR T. RUSH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
TRACY E. WATKINS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ALEXANDER BALAGOUR
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

COMMERCIAL BANKING

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
05/19/2021

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Debt

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
250000

Item 12. Sales Compensation

Recipient
NONE
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
PIPER SANDLER CO
(Associated) Broker or Dealer CRD Number
665
Address
1251 AVENUE OF THE AMERICAS
6TH FLOOR
NEW YORK, NY 10020
States of Solicitation
  • CO
  • ME
  • MS
  • MO
  • NY
  • OH
  • PA

Item 12. Sales Compensation

Recipient
NONE
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
BOENNING SCATTERGOOD, INC.
(Associated) Broker or Dealer CRD Number
100
Address
4 TOWER BRIDGE
200 BARR HARBOR DR., NO. 300
WEST CONSHOHOCKEN, PA 19428-2979
States of Solicitation
  • CO
  • ME
  • MS
  • MO
  • NY
  • OH
  • PA

Item 13. Offering and Sales Amounts

Total Offering Amount
15000000
Total Amount Sold
15000000
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
10

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
225000.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
CITIZENS NORTHERN CORP
Issuer Signature
/S/ MARK A HUGHES
Signer Name
MARK A. HUGHES
Signer Title
TREASURER CFO
Signature Date
05/20/2021

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