FINANCIAL INSTITUTIONS INC — Director's Dealing 2012

May 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FINANCIAL INSTITUTIONS INC (FISI)
CIK: 0000862831
Period of Report: 2012-05-09

Reporting Person: Latella Robert N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-09	Common Stock	A	900	$0.00	Acquired	6145	Direct
2012-05-09	Common Stock	A	447	$16.74	Acquired	6592	Direct

Footnotes

F1: Represents a grant of restricted stock pursuant to the Company's 2009 Directors' Stock Incentive Plan. The shares of restricted stock will vest as follows: 50% immediately and, contingent upon a service requirement, 50% on the day prior to the Company's 2013 annual meeting of shareholders.