SEC Form 4 · accession 0001209191-16-149867

M&T BANK CORP · MTB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Darren J King

Officer — E.V.P./Chief Financial Officer

Period of report

Nov 9, 2016

Accepted (ET)

Nov 14, 2016 · 5:55 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 Stock	Nov 9, 2016	M	6,770	$91.28	A	25,991	D
Common Stock	Nov 9, 2016	M	13,268	$38.91	A	39,259	D
Common Stock^F2	Nov 9, 2016	S	13,437	$125.7519	D	25,822	D
Common Stock	Nov 9, 2016	S	6,601	$131.25	D	19,221	D
Common Stock	Nov 10, 2016	M	1,212	$91.28	A	20,433	D
Common Stock	Nov 10, 2016	M	6,732	$38.91	A	27,165	D
Common Stock^F4	holding	—	—		—	230	I	By Son
Common Stock^F5	holding	—	—		—	230	I	By Daughter
Common Stock^F5	holding	—	—		—	230	I	By Daughter
Common Stock^F6	holding	—	—		—	2,075	I	By 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy)^F8,F7	$91.28	Nov 9, 2016	M	6,770	D	—	Jan 31, 2018	Common Stock	6,770	1,212	D
Option (right to buy)^F8,F7	$38.91	Nov 9, 2016	M	13,268	D	—	Jan 30, 2019	Common Stock	13,268	36,384	D
Option (right to buy)^F8,F7	$91.28	Nov 10, 2016	M	1,212	D	—	Jan 31, 2018	Common Stock	1,212	0	D
Option (right to buy)^F8,F7	$38.91	Nov 10, 2016	M	6,732	D	—	Jan 30, 2019	Common Stock	6,732	29,652	D
Phantom Common Stock Units^F6,F9	—	holding	—	—	—	—	—	Common Stock	—	124	I

Explanation of responses

F1The reported transaction involved the exercise of stock options and the sale of shares pursuant to a pre-authorized trading plan meeting the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
F2This transaction was executed in multiple trades at prices ranging from $125.50 to $126.00. 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 reported transaction involved the exercise of stock options pursuant to a pre-authorized trading plan meeting the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
F4These shares are owned by the son of the reporting person through a custodial account under the Uniform Transfers to Minors Act for which the reporting person is custodian.
F5These shares are owned by the daughter of the reporting person through a custodial account under the Uniform Transfers to Minors Act for which the reporting person is custodian.
F6The information presented is as of September 30, 2016.
F7Currently exercisable.
F8The option was granted under an employee stock option plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.
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.