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*
NEWKAM SCOTT J

(Last) (First) (Middle)
1134 QUAIL HOLLOW ROAD

(Street)
HUMMELSTOWN PA 17036

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
Code V Amount (A) or (D) Price
Common Stock 11/16/2007 D 1,325 D $0(1) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option $24.52 11/16/2007 D 1,000 01/22/2008(2) 01/22/2014 Common Stock 1,000 $9.48(3) 0 D
Director Stock Option $27.4095 11/16/2007 D 1,050 01/25/2007 01/25/2013 Common Stock 1,050 $6.5905(3) 0 D
Director Stock Option $27.5143 11/16/2007 D 1,050 06/06/2005 12/06/2014 Common Stock 1,050 $6.4857(3) 0 D
Director Stock Option $28.9524 11/16/2007 D 992 12/04/2004 12/04/2013 Common Stock 992 $5.0476(3) 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. Pursuant to the merger agreement between the issuer and Susquehanna, the vesting of all unvested stock options was accelerated.
3. 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.
Richard A. Soulies, POA 11/16/2007
** 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).
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