SEC Form 4 · accession 0001209191-19-007105
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, 2019
Accepted (ET)
Feb 4, 2019 · 7:16 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 StockF2,F1 | Jan 31, 2019 | A | 2,717 | $0.00 | A | 47,595 | D | |
| Common Stock | Jan 31, 2019 | F | 1,332 | $164.54 | D | 46,263 | D | |
| Common Stock | Feb 1, 2019 | M | 10,000 | $38.91 | A | 56,263 | D | |
| Common StockF4 | Feb 1, 2019 | S | 10,000 | $164.5591 | D | 46,263 | D | |
| Common StockF5 | holding | — | — | — | 534 | I | By Son | |
| Common StockF6 | holding | — | — | — | 534 | I | By Daughter | |
| Common StockF6 | holding | — | — | — | 534 | I | By Daughter | |
| Common StockF7 | holding | — | — | — | 2,318 | 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)F9,F8 | $164.54 | Jan 31, 2019 | A | 7,742 | A | — | Jan 31, 2029 | Common Stock | 7,742 | 7,742 | D |
| Option (right to buy)F9,F10 | $38.91 | Feb 1, 2019 | M | 10,000 | D | — | Feb 1, 2019 | Common Stock | 10,000 | 0 | D |
| Phantom Common Stock UnitsF7,F11 | — | holding | — | — | — | — | — | Common Stock | — | 137 | 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, 2017 and on January 31, 2018, upon achievement of performance goals under the 2009 M&T Bank Corporation Equity Incentive Compensation Plan.
- F10Currently exercisable.
- 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.
- 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.
- F3Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
- F4This transaction was executed in multiple trades at prices ranging from $164.50 to $164.859. 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.
- F5These 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.
- F6These 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.
- F7The information presented is as of December 31, 2018.
- F8The option granted includes a total of 7,742 shares. 2,580 of the shares are exercisable on or after January 31, 2020; an additional 2,581 of the shares are exercisable on or after January 29, 2021; and the remaining 2,581 shares are exercisable on or after January 31, 2022.
- F9The option was granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.