SEC Form 4 · accession 0001209191-16-095083
M&T BANK CORP · MTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G Wilmers
Officer — Chairman of the Board and CEO · Director
Period of report
Jan 29, 2016
Accepted (ET)
Feb 2, 2016 · 9:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000036270
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 23, 2015 | G | 17,000 | $0.00 | D | 2,620,692 | D | |
| Common StockF3,F2 | Jan 29, 2016 | A | 9,941 | $0.00 | A | 2,630,633 | D | |
| Common StockF7,F8,F9 | Dec 23, 2015 | G | 8,500 | $0.00 | A | 374,996 | I | See footnote |
| Common StockF7,F10,F11 | Dec 23, 2015 | G | 8,500 | $0.00 | A | 393,249 | I | See footnote |
| Common StockF4 | holding | — | — | — | 55,361 | I | By 401 (k) Plan | |
| Common StockF5 | holding | — | — | — | 214,540 | I | 1999 Family Trust | |
| Common StockF5 | holding | — | — | — | 224,766 | I | 2000 Family Trust | |
| Common StockF6 | holding | — | — | — | 400,000 | I | See footnote | |
| Common StockF12 | holding | — | — | — | 3,282,880 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Common Stock UnitsF4,F13 | — | holding | — | — | — | — | — | Common Stock | — | 5,453 | I |
Explanation of responses
- F1The reported transaction involves a transfer of securities by gift for which no payment of consideration was received by the reporting person.
- F10Includes 141,825 shares previously held by the West Ferry Foundation that were transferred to Interlaken Foundation on January 16, 2015.
- F11The indicated shares are held by the Interlaken Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the Interlaken Foundation and holds voting and dispositive power over the shares held by it.
- F12The indicated shares are held by Mallarme Investments Limited ("Mallarme"), a company whose sole shareholder is Mallarme Trust, an English law trust that the reporting person is sole trustee of and the beneficiaries of which are the reporting person's sister and sister's descendants. The reporting person has no pecuniary interest in these shares and disclaims beneficial ownership thereof. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for purposes of Section 16 or for any other purpose.
- F13The reported phantom common stock units are held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units may only be settled in cash upon distribution in accordance with the terms of the plan. The reported phantom common stock units also include units acquired through the dividend reinvestment feature of the plan.
- F2Shares issued pursuant to vesting of performance-vested restricted stock units that were granted to the reporting person on January 31, 2014 and on January 30, 2015, upon achievement of performance goals under the 2009 M&T Bank Corporation Equity Incentive Compensation Plan.
- F3The performance-vested restricted stock units were granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the performance-vested restricted stock units.
- F4The information presented is as of December 31, 2015.
- F5The indicated shares are held by the Robert G. Wilmers 1999 Family Trust and the Robert G. Wilmers 2000 Family Trust, respectively, under indentures dated July 23, 1993 (individually, the "1999 Family Trust" and "2000 Family Trust," respectively, and collectively, the "Family Trusts"). The reporting person is a trustee of each of the Family Trusts and holds sole voting and dispositive power over the shares held by the Family Trusts. These shares were formerly reported as having been held by Grantor Retained Annuity Trust No. 5 and Grantor Retained Annuity Trust No. 6.
- F6The indicated shares are held by a limited liability company of which the reporting person is the sole member.
- F7The reported transaction involves a transfer of securities by gift for which no consideration was paid.
- F8Includes 78,532 shares previously held by Roche Foundation that were transferred to St. Simon Charitable Foundation on January 5, 2015. St. Simon Charitable Foundation changed its name to Roche Foundation, Inc. on June 25, 2015.
- F9The indicated shares are held by the Roche Foundation, Inc., a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is the sole director and president of the Roche Foundation, Inc. and holds sole voting and dispositive power over the shares held by it.