SEC Form 4 · accession 0001209191-17-006477
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 27, 2017
Accepted (ET)
Jan 31, 2017 · 6:25 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 28, 2016 | G | 31,626 | $0.00 | D | 2,399,007 | D | |
| Common StockF3,F2 | Jan 27, 2017 | A | 5,067 | $0.00 | A | 2,404,074 | D | |
| Common StockF3,F4 | Jan 30, 2017 | A | 4,934 | $0.00 | A | 2,409,008 | D | |
| Common StockF8,F9 | Dec 28, 2016 | G | 15,813 | $0.00 | A | 390,809 | I | See footnote |
| Common StockF8,F10 | Dec 28, 2016 | G | 15,813 | $0.00 | A | 409,062 | I | See footnote |
| Common StockF5 | holding | — | — | — | 56,636 | I | By 401 (k) Plan | |
| Common StockF6 | holding | — | — | — | 214,540 | I | 1999 Family Trust | |
| Common StockF6 | holding | — | — | — | 224,766 | I | 2000 Family Trust | |
| Common StockF7 | holding | — | — | — | 400,000 | I | See footnote | |
| Common StockF11 | 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 UnitsF5,F12 | — | holding | — | — | — | — | — | Common Stock | — | 5,893 | 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.
- F10The 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.
- F11The 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.
- F12The 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-based restricted stock units that were granted to the reporting person on January 29, 2016, upon achievement of performance goals under the 2009 M&T Bank Corporation Equity Incentive Compensation Plan.
- F3The performance-based 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-based restricted stock units.
- F4Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on January 30, 2015, upon achievement of performance goals under the 2009 M&T Bank Corporation Equity Incentive Compensation Plan.
- F5The information presented is as of December 30, 2016.
- F6The 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.
- F7The indicated shares are held by a limited liability company of which the reporting person is the sole member.
- F8The reported transaction involves a transfer of securities by gift for which no consideration was paid.
- F9The 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.