SEC Form 4 · accession 0001209191-18-006267

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 29, 2018

Accepted (ET)

Jan 31, 2018 · 5:27 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	Jan 29, 2018	M	7,082	$38.91	A	44,392	D
Common Stock^F1	Jan 29, 2018	S	3,834	$191.0435	D	40,558	D
Common Stock^F3,F2	Jan 29, 2018	A	2,269	$0.00	A	42,827	D
Common Stock	Jan 29, 2018	F	771	$189.79	D	42,056	D
Common Stock^F3,F5	Jan 30, 2018	A	2,063	$0.00	A	44,119	D
Common Stock	Jan 30, 2018	F	1,011	$190.57	D	43,108	D
Common Stock^F6	holding	—	—		—	386	I	By Son
Common Stock^F7	holding	—	—		—	386	I	By Daughter
Common Stock^F7	holding	—	—		—	386	I	By Daughter
Common Stock^F8	holding	—	—		—	2,199	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	$38.91	Jan 29, 2018	M	7,082	D	—	Jan 30, 2019	Common Stock	7,082	10,000	D
Phantom Common Stock Units^F8,F11	—	holding	—	—	—	—	—	Common Stock	—	133	I

Explanation of responses

F1This transaction was executed in multiple trades at prices ranging from $191.01 to $191.058. 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.
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 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 withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
F5Shares 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.
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 29, 2017.
F9Currently exercisable.