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^*

SOLOMON PAUL M

(Last)

(First)

(Middle)

C/O ALLIANCE FINANCIAL CORP

120 MADISON STREET, 18TH FLOOR

(Street)

SYRACUSE

13202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCE FINANCIAL CORP /NY/ [ ALNC ]

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)
03/08/2013

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	03/08/2013		D		11,804	D	⁽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)
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)
Stock Unit	⁽²⁾	03/08/2013		D			16,545.6344	⁽²⁾	⁽²⁾	Common Stock	16,545.6344	⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 7, 2012 (the "Merger Agreement"), between Alliance Financial Corporation ("Alliance") and NBT Bancorp Inc. ("NBT"). Pursuant to the Merger Agreement, in exchange for each share of Alliance common stock the reporting person received 2.1779 shares of NBT common stock rounded down to the nearest whole share, having a market value of $21.80 per share on March 8, 2013, plus cash for any fractional share based on the average closing price of NBT common stock for the five consecutive days ending on March 5, 2013.

2. Disposed of pursuant to the Merger Agreement and Alliance Stock-Based Deferral Plan (the "Plan"). Pursuant to the Merger Agreement and the terms of the Plan, in exchange for each unit representing Alliance common stock the reporting person received units representing 2.1779 shares of NBT common stock rounded down to the nearest whole share, having a market value of $21.80 per share on March 8, 2013, plus cash for any fractional share based on the average closing price of NBT common stock for the five consecutive days ending on March 5, 2013. These units will be distributed as shares of NBT common stock pursuant to the terms of the Plan and any pre-existing deferral elections made thereunder.

Remarks:

	/s/ Judy A Schultz, Power of Attorney	03/12/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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