M&T BANK CORP — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2014-11-21

Reporting Person: SPYCHALA MICHAEL R (Sr. VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-21	Common Stock	M	8613	$101.80	Acquired	43355.02	Direct
2014-11-21	Common Stock	F	801	$124.68	Disposed	43230.34	Direct
2014-11-21	Common Stock	S	7631	$125.2455	Disposed	35599.34	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-21	Option (right to buy)	$101.80	M	8613	Acquired	2015-01-18	Common Stock (8613)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1865.0417	Indirect
Common Stock	1267	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $125.244 to $125.25. 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.

F2: Includes 31.4108 shares acquired between January 1, 2014 and September 30, 2014 through participation in the M&T Bank Corporation Dividend Reinvestment Plan.

F3: These shares are owned by the son of the reporting person under the Uniform Transfers to Minors Act for which the reporting person is custodian.

F4: The information presented is as of September 30, 2014.

F5: Currently exercisable.

F6: The 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.