Frederick Lawrence Daniels Jr Form 5 CITIZENS BANCSHARES / Frederick Lawrence Daniels Jr ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Daniels Frederick Lawrence Jr

(Last) (First) (Middle)

CITIZENS TRUST BANK

230 PEACHTREE STREET, N.W. SUITE 2700

(Street)

ATLANTA GA 30303

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS BANCSHARES CORP /GA/ [ CZBS ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/31/2014		P	1,000(1)	A	$8.85	4,594.73	D
Common Stock	12/31/2014		F	254(2)	D	$8.85	4,340.73	D
Common Stock	01/30/2015		P	56(3)	A	$7.57	4,396.73	D
Common Stock	02/27/2015		P	58(3)	A	$7.4	4,454.73	D
Common Stock	03/31/2015		P	58(3)	A	$7.4	4,512.73	D
Common Stock	04/30/2015		P	55(3)	A	$7.85	4,567.73	D
Common Stock	04/30/2015		P	14.11(4)	A	$10.3	4,581.84	D
Common Stock	05/29/2015		P	85(3)	A	$7.57	4,666.84	D
Common Stock	06/30/2015		P	51(3)	A	$8.38	4,717.84	D
Common Stock	07/31/2015		P	54(3)	A	$7.99	4,771.84	D
Common Stock	08/31/2015		P	59(3)	A	$7.28	4,830.84	D
Common Stock	09/30/2015		P	55(3)	A	$7.35	4,885.84	D
Common Stock	10/30/2015		P	91(3)	A	$7.14	4,976.84	D
Common Stock	11/30/2015		P	63(3)	A	$6.8	5,039.84	D
Common Stock	12/31/2015		P	88(3)	A	$6.97	5,127.84	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Issuance of common stock upon restricted stock vesting.

2. Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations.

3. Purchased under the Company's Employee Stock Purchase Program.

4. Dividend reinvestment.

	Samuel J. Cox, Power of Attorney	03/29/2016
	** 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.
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