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^*

LEO ANTHONY N

(Last)

(First)

(Middle)

2355 SLATER HILL LN

(Street)

YORK

17402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMUNITY BANKS INC /PA/ [ CMTY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2007

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	11/16/2007		D		4,814.289	D	$0⁽¹⁾	0	D
Common Stock	11/16/2007		D		16,066.042	D	$0⁽¹⁾	0	I	By 401(k) Plan

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)
Employee Stock Option	$14	11/16/2007		D			5,958	08/08/1988	12/06/2009	Common Stock	5,958	$20⁽²⁾	0	D
Employee Stock Option	$14.0571	11/16/2007		D			8,312	12/07/1999	12/07/2008	Common Stock	8,312	$19.9429⁽²⁾	0	D
Employee Stock Option	$14.5524	11/16/2007		D			9,800	03/31/1998	01/20/2008	Common Stock	9,800	$19.4476⁽²⁾	0	D
Employee Stock Option	$18.0952	11/16/2007		D			8,752	12/06/2002	12/06/2011	Common Stock	8,752	$15.9048	0	D
Employee Stock Option	$20.0571	11/16/2007		D			8,335	12/06/2003	12/06/2012	Common Stock	8,335	$13.9429⁽²⁾	0	D
Employee Stock Option	$24.52	11/16/2007		D			15,000	01/22/2008⁽³⁾	01/22/2014	Common Stock	15,000	$9.48⁽²⁾	0	D
Employee Stock Option	$27.4095	11/16/2007		D			14,700	01/25/2007	01/25/2013	Common Stock	14,700	$6.5905⁽²⁾	0	D
Employee Stock Option	$27.5143	11/16/2007		D			10,500	06/06/2005	12/06/2014	Common Stock	10,500	$6.4857⁽²⁾	0	D
Employee Stock Option	$28.9524	11/16/2007		D			7,938	12/04/2004	12/04/2013	Common Stock	7,938	$5.0476⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement between the issuer and Susquehanna Bancshares, Inc. in exchange for either $34.00 cash or 1.48 shares of Susquehanna common stock for each share of Community. On the effective date of the merger, the market value of Susquehanna common stock was $18.71per share.

2. This option was cancelled pursuant to the merger agreement in exchange for a cash payment representing the difference between the exercise price of the option and $34.00, the cash consideration in the merger.

3. Pursuant to the merger agreement between the issuer and Susquehanna, the vesting of all unvested stock options was accelerated.

	Richard A. Soulies, POA	11/16/2007
	** Signature of Reporting Person	Date
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