SEC Form 4 · accession 0001209191-16-139000
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
Aug 25, 2016
Accepted (ET)
Aug 29, 2016 · 5:07 pm EDT
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 | Aug 25, 2016 | S | 31,904 | $117.5493 | D | 2,598,729 | D | |
| Common StockF2 | Aug 26, 2016 | S | 68,096 | $117.8632 | D | 2,530,633 | D | |
| Common StockF3 | holding | — | — | — | 56,044 | I | By 401 (k) Plan | |
| Common StockF4 | holding | — | — | — | 214,540 | I | 1999 Family Trust | |
| Common StockF4 | holding | — | — | — | 224,766 | I | 2000 Family Trust | |
| Common StockF5 | holding | — | — | — | 400,000 | I | See footnote | |
| Common StockF6 | holding | — | — | — | 374,996 | I | See footnote | |
| Common StockF7 | holding | — | — | — | 393,249 | I | See footnote | |
| Common StockF8 | 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 UnitsF3,F9 | — | holding | — | — | — | — | — | Common Stock | — | 5,831 | I |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $117.50 to $117.80. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F2This transaction was executed in multiple trades at prices ranging from $117.50 to $118.55. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F3The information presented is as of June 30, 2016.
- F4The 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.
- F5The indicated shares are held by a limited liability company of which the reporting person is the sole member.
- F6The indicated shares are held by 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 Roche Foundation, Inc. and holds sole voting and dispositive power over the shares held by it.
- F7The 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.
- F8The 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.
- F9The 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.