SEC Form 4 · accession 0001209191-17-007178
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
Jan 31, 2017
Accepted (ET)
Feb 2, 2017 · 5:11 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 | Jan 31, 2017 | M | 824 | $121.31 | A | 34,165 | D | |
| Common StockF1 | Jan 31, 2017 | F | 615 | $162.57 | D | 33,550 | D | |
| Common StockF3,F2 | Jan 31, 2017 | A | 1,794 | $0.00 | A | 35,344 | D | |
| Common Stock | Jan 31, 2017 | F | 672 | $162.57 | D | 34,672 | D | |
| Common StockF5 | Feb 1, 2017 | M | 9,145 | $121.31 | A | 43,817 | D | |
| Common StockF5 | Feb 1, 2017 | F | 8,018 | $162.72 | D | 35,799 | D | |
| Common StockF6 | holding | — | — | — | 230 | I | By Son | |
| Common StockF7 | holding | — | — | — | 230 | I | By Daughter | |
| Common StockF7 | holding | — | — | — | 230 | I | By Daughter | |
| Common StockF8 | holding | — | — | — | 2,084 | 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)F10,F9 | $121.31 | Jan 31, 2017 | M | 824 | D | — | Jan 31, 2017 | Common Stock | 824 | 0 | D |
| Option (right to buy)F10,F9 | $121.31 | Feb 1, 2017 | M | 9,145 | D | — | Feb 1, 2017 | Common Stock | 9,145 | 0 | D |
| Phantom Common Stock UnitsF8,F11 | — | holding | — | — | — | — | — | Common Stock | — | 125 | I |
Explanation of responses
- F1The reported transaction involved the automatic exercise of a stock option by M&T Bank Corporation pursuant to an Administrative Rule for Stock Award Grants approved by the Nomination, Compensation and Governance Committee of the Board of Directors of M&T Bank Corporation on November 16, 2010, as amended. Pursuant to this Administrative Rule, the reporting person's stock option that was set to expire on January 31, 2017 was automatically exercised on January 31, 2017, and M&T Bank Corporation withheld an amount of M&T Bank Corporation common stock from the stock option having a fair market value equal to the sum of the exercise price and any amounts required to be withheld for tax purposes and issued the net shares to the reporting person.
- F10The 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.
- F11The 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 31, 2014, 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 withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
- F5The reported transaction involved the automatic exercise of a stock option by M&T Bank Corporation pursuant to an Administrative Rule for Stock Award Grants approved by the Nomination, Compensation and Governance Committee of the Board of Directors of M&T Bank Corporation on November 16, 2010, as amended. Pursuant to this Administrative Rule, the reporting person's stock option that was set to expire on February 1, 2017 was automatically exercised on February 1, 2017, and M&T Bank Corporation withheld an amount of M&T Bank Corporation common stock from the stock option having a fair market value equal to the sum of the exercise price and any amounts required to be withheld for tax purposes and issued the net shares to the reporting person.
- F6These 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.
- F7These 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.
- F8The information presented is as of December 30, 2016.
- F9Currently exercisable.