M&T BANK CORP — Director's Dealing 2014

Sep 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2014-09-15

Reporting Person: WILMERS ROBERT G (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-15	Common Stock	A	3282880	$125.68	Acquired	3282880	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2662685	Direct
Common Stock	53533	Indirect
Common Stock	214540	Indirect
Common Stock	224766	Indirect
Common Stock	400000	Indirect
Common Stock	78532	Indirect
Common Stock	141825	Indirect
Common Stock	272964	Indirect
Common Stock	227924	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	5393	Indirect

Footnotes

F1: The information presented is as of June 30, 2014.

F2: The indicated shares are held by the Robert G. Wilmers 1999 Family Trust and the Robert G. Wilmers 2000 Family Trust, respectively, under indentures dated July 23, 1993 (individually, the "1999 Family Trust" and "2000 Family Trust," respectively, and collectively, the "Family Trusts"). The reporting person is a trustee of each of the Family Trusts and holds sole voting and dispositive power over the shares held by the Family Trusts. These shares were formerly reported as having been held by Grantor Retained Annuity Trust No. 5 and Grantor Retained Annuity Trust No. 6.

F3: The indicated shares are held by a limited liability company of which the reporting person is the sole member.

F4: The indicated shares are held by the Roche Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is the sole director and president of the Roche Foundation and holds sole voting and dispositive power over the shares held by it.

F5: The indicated shares are held by the West Ferry Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is the trustee of the West Ferry Foundation and holds sole voting and dispositive power over the shares held by it.

F6: The indicated shares are held by the St. Simon Charitable Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the St. Simon Charitable Foundation and holds voting and dispositive power over the shares held by it.

F7: The indicated shares are held by the Interlaken Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the Interlaken Foundation and holds voting and dispositive power over the shares held by it.

F8: The indicated shares are held by Mallarme Investments Limited ("Mallarme"), a company whose sole shareholder is Voltaire Trust, an English law trust that the reporting person is sole trustee of and the beneficiaries of which are the reporting person's sister and sister's descendants. The reporting person has no pecuniary interest in these shares and disclaims beneficial ownership thereof. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for purposes of Section 16 or for any other purpose.

F9: The 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.