SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DALLER WALTER E JR

(Last)

(First)

(Middle)

483 MAIN STREET

(Street)

HARLEYSVILLE

19438

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARLEYSVILLE NATIONAL CORP [ HNBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	04/09/2010		D		90,276	D	⁽¹⁾	0	D
COMMON STOCK	04/09/2010		D		6,300	D	⁽²⁾	0	I	IRA
COMMON STOCK	04/09/2010		D		399,703	D	⁽³⁾	0	D
COMMON STOCK	04/09/2010		D		40,286	D	⁽⁴⁾	0	I	By spouse
COMMON STOCK	04/09/2010		D		1,043	D	⁽⁵⁾	0	I	Spouse's IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
HNBC (RIGHT TO BUY) - 120100 - ISO - 100/6MO	$9.13	04/09/2010		D			157,679	06/01/2001	12/01/2010	COMMON STOCK	157,679	⁽⁶⁾	0	D
HNBC (RIGHT TO BUY) - 120602 - NQ - 100/6MO	$16.88	04/09/2010		D			8,547	06/06/2003	12/06/2012	COMMON STOCK	8,547	⁽⁷⁾	0	D
HNBC (RIGHT TO BUY) - 120602 - ISO - 100/6MO	$16.88	04/09/2010		D			5,924	06/06/2003	12/06/2012	COMMON STOCK	5,924	⁽⁸⁾	0	D
HNBC (RIGHT TO BUY) - 123003 - NQ - 100/6MO	$27.37	04/09/2010		D			53,361	07/01/2004	12/30/2013	COMMON STOCK	53,361	⁽⁹⁾	0	I	BY TRUST
HNBC (RIGHT TO BUY) - 123003 - ISO- Daller IRR TR	$27.37	04/09/2010		D			3,653	07/01/2004	12/30/2013	COMMON STOCK	3,653	⁽¹⁰⁾	0	D
HNBC (RIGHT TO BUY) - 021204 - NQ - 100/6MO	$24.94	04/09/2010		D			36,792	08/12/2004	02/12/2014	COMMON STOCK	36,792	⁽¹¹⁾	0	D
HNBC (RIGHT TO BUY) - 021204 - NQ Daller IRR TR	$24.94	04/09/2010		D			20,222	08/12/2004	02/12/2014	COMMON STOCK	20,222	⁽¹²⁾	0	I	BY TRUST
Stock Options (Right to Buy) NQ	$18.19	04/09/2010		D			1,575	07/04/2006	01/03/2016	COMMON STOCK	1,575	⁽¹³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and First Niagara Financial Group, Inc. in exchange for 42,790 shares of First Niagara common stock having a market value of $14.72 per share on the effective date of the merger and cash of $12.13 in lieu of fractional shares.

2. Disposed of pursuant to merger agreement between issuer and First Niagara Financial Group, Inc. in exchange for 2,986 shares of First Niagara common stock having a market value of $14.72 per share on the effective date of the merger and cash of $2.94 in lieu of fractional shares.

3. Disposed of pursuant to merger agreement between issuer and First Niagara Financial Group, Inc. in exchange for 189,459 shares of First Niagara common stock having a market value of $14.72 per share on the effective date of the merger and cash of $3.27 in lieu of fractional shares.

4. Disposed of pursuant to merger agreement between issuer and First Niagara Financial Group, Inc. in exchange for 19,095 shares of First Niagara common stock having a market value of $14.72 per share on the effective date of the merger and cash of $8.30 in lieu of fractional shares.

5. Disposed of pursuant to merger agreement between issuer and First Niagara Financial Group, Inc. in exchange for 494 shares of First Niagara common stock having a market value of $14.72 per share on the effective date of the merger and cash of $5.62 in lieu of fractional shares.

6. This option was assumed by First Niagara in the merger and replaced with an option to purchase 74,739 shares of First Niagara common stock for $19.26 per share.

7. This option was assumed by First Niagara in the merger and replaced with an option to purchase 4,051 shares of First Niagara common stock for $35.61 per share.

8. This option was assumed by First Niagara in the merger and replaced with an option to purchase 2,807 shares of First Niagara common stock for $35.61 per share.

9. This option was assumed by First Niagara in the merger and replaced with an option to purchase 25,293 shares of First Niagara common stock for $57.74 per share.

10. This option was assumed by First Niagara in the merger and replaced with an option to purchase 1,731 shares of First Niagara common stock for $57.74 per share.

11. This option was assumed by First Niagara in the merger and replaced with an option to purchase 17,439 shares of First Niagara common stock for $52.62 per share.

12. This option was assumed by First Niagara in the merger and replaced with an option to purchase 9,585 shares of First Niagara common stock for $52.62 per share.

13. This option was assumed by First Niagara in the merger and replaced with an option to purchase 746 shares of First Niagara common stock for $38.38 per share.

Remarks:

	Elizabeth F. Chemnitz (POA on File) WALTER E. DALLER, JR.	04/09/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.