SEC Form 4 · accession 0001209191-17-007201

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 31, 2017

Accepted (ET)

Feb 2, 2017 · 5:18 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^F2,F1	Jan 31, 2017	A	5,008	$0.00	A	2,414,016	D
Common Stock^F3	holding	—	—		—	56,636	I	By 401 (k) Plan
Common Stock^F4	holding	—	—		—	214,540	I	1999 Family Trust
Common Stock^F4	holding	—	—		—	224,766	I	2000 Family Trust
Common Stock^F5	holding	—	—		—	400,000	I	See footnote
Common Stock^F6	holding	—	—		—	390,809	I	See footnote
Common Stock^F7	holding	—	—		—	409,062	I	See footnote
Common Stock^F8	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 Units^F3,F9	—	holding	—	—	—	—	—	Common Stock	—	5,893	I

Explanation of responses

F1Shares 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.
F2The 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.
F3The information presented is as of December 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.