FINANCIAL INSTITUTIONS INC — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FINANCIAL INSTITUTIONS INC (FISI)
CIK: 0000862831
Period of Report: 2011-02-18

Reporting Person: HARRISON RICHARD J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Stock	A	2894	$0.00	Acquired	27579	Direct

Footnotes

F1: Represents a grant of restricted stock pursuant to the Company's 2009 Management Stock Incentive Plan. The award vests 50% on February 18, 2013 and 50% on February 18, 2014, subject to the achievement of the Company's performance goals for the year, subject to the participants continued employment with the company and subject to accelerated vesting upon the death of the participant. However, as long as the Company is a "TARP recipient," as defined under the Interim Final Rules, the award may become transferable only in 25% increments at the time of the Company's repayment of 25%, 50%, 75% and 100%, respectively, of the financial assistance it received under the U.S. Treasury's Capital Purchase Program, or as may be required to satisfy tax obligations incurred in connection with the vesting of the restricted shares.