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: O'Hara Laura P. (Sr. VP/General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-31	Common Stock	A	262	$0.00	Acquired	2061	Direct
2019-01-31	Common Stock	F	90	$164.54	Disposed	1971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-31	Option (right to buy)	$164.54	A	674	Acquired	2029-01-31	Common Stock (674)	Direct

Footnotes

F1: Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person 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 option granted includes a total of 674 shares. 224 of the shares are exercisable on or after January 31, 2020; an additional 225 of the shares are exercisable on or after January 29, 2021; and the remaining 225 shares are exercisable on or after January 31, 2022.

F5: 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.