M&T BANK CORP — Director's Dealing 2019

Jan 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2019-01-29

Reporting Person: JONES RENE F (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-19	Common Stock	G	2	$0.00	Disposed	52177.79	Direct
2019-01-29	Common Stock	A	3631	$0.00	Acquired	55808.79	Direct
2019-01-29	Common Stock	F	1797	$168.00	Disposed	54011.79	Direct
2018-12-19	Common Stock	G	1	$0.00	Acquired	1	Indirect
2018-12-19	Common Stock	G	1	$0.00	Acquired	1	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	794	Indirect

Footnotes

F1: The reported transaction involves a transfer of securities by gift for which no payment of consideration was received by the reporting person.

F2: Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on January 29, 2016, upon achievement of performance goals under the 2009 M&T Bank Corporation Equity Incentive Compensation Plan.

F3: 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.

F4: Shares withheld for taxes upon the settlement in shares of the performance-based restricted stock units previously granted to the reporting person.

F5: The reported transaction involves a transfer of securities by gift for which no consideration was paid.

F6: These shares are owned by the daughter of the reporting person through a custodial account under the Uniform Gifts to Minors Act for which the reporting person is custodian.

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 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.

F8: The information presented is as of December 31, 2018.