M&T BANK CORP — Director's Dealing 2019

Feb 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2019-01-31

Reporting Person: PEARSON KEVIN J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-31	Common Stock	A	4239	$0.00	Acquired	39388	Direct
2019-01-31	Common Stock	F	2002	$164.54	Disposed	37386	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-31	Common Stock	$164.54	A	13296	Acquired	2029-01-31	Common Stock (13296)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2781	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	2989	Indirect

Footnotes

F1: Shares 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.

F2: The 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.

F3: Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.

F4: The information presented is as of December 31, 2018.

F5: The option granted includes a total of 13,296 shares. 4,432 of the shares are exercisable on or after January 31, 2020; an additional 4,432 of the shares are exercisable on or after January 29, 2021; and the remaining 4,432 shares are exercisable on or after January 31, 2022.

F6: The 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.

F7: 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 and distributed 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.