ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker

1 (a) NAME OF ISSUER (Please type or print)

(b) IRS IDENT. NO.

(c) S.E.C. FILE NO.

 Citizens & Northern Corporation

23-2451943

000-16084

1 (d) ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

 90-92 Main Street

Wellsboro

PA

16901

AREA CODE

NUMBER

570 

724-3411

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

(b) RELATIONSHIP TO ISSUER

(c) ADDRESS STREET

CITY

STATE

ZIP CODE

 James E Towner & Judith A Towner

 Director

3499 Seven Lakes West, 265 Morganwood Dr 

West End

NC

27376

3 (a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Class of

Securities

To Be Sold

Name and Address of Each Broker Through Whom the

Securities are to be Offered or Each Market Maker

who is Acquiring the Securities

Broker-Dealer

File Number

Number of Shares

or Other Units

To Be Sold

(See instr. 3(c))

Aggregate

Market

Value

(See instr. 3(d))

Number of Shares

or Other Units

Outstanding

(See instr. 3(e))

Approximate

Date of Sale

(See instr. 3(f))

(MO.  DAY  YR.)

Name of Each

Securities

Exchange

(See instr. 3(g))

 Common

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, NY 11219

 5,086

 $142,408.00

 12,393,044

 04 30 19

NASDAQ 

1.

(a)  Name of issuer

3.

(a) Title of the class of securities to be sold

(b)  Issuer’s I.R.S. Identification Number

(b)  Name and address of each broker through whom the securities are intended to be sold

(c)  Issuer’s S.E.C. file number, if any

(c)  Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d)  Issuer’s address, including zip code

(d)  Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e)  Issuer’s telephone number, including area code

(e)  Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, asshown by the most recent report or statement published by the issuer

2.

(a)  Name of person for whose account the securities are to be sold

(f)  Approximate date on which the securities are to be sold

(b)  Such person’s relationship to the issuer (e.g., officer, director, 10%stockholder, or member of immediate family of any of the foregoing)

(g)  Name of each securities exchange, if any, on which the securities are intended to be sold

(c)  Such person’s address, including zip code

(d)  Such person’s address, including zip code

Title of

the Class

Date you

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of Securities

Acquired

Date of

Payment

Nature of

Payment

 Common

Various

Shares Acquired over many years via purchase for cash, dividend reinvestment through company plan, and exercise of stock options.

 Various

 Various

Various

Cash, dividend reinvestment and exercise of stock options.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of

Securities Sold

Gross Proceeds

 None

INSTRUCTIONS:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to  the person for whose account the securities are to be sold but also as to all other persons included  in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

ATTENTION:  The person for whose account the securities to which this notice relates are to be sold  hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publiclydisclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

April 30, 2019 

/s/ Judith A Towner

/s/ James E Towner 

 DATE OF NOTICE

(SIGNATURE)

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.