TOMPKINS FINANCIAL CORP — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2014-11-21

Reporting Person: McKenna John M (EVP, Tompkins Bank of Castile)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-21	Common Stock	A	2350	—	Acquired	5323.83	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-21	Stock Appreciation Rights (SAR)	$49.22	A	3475	Acquired	2024-11-21	Common Stock (3475)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	506.48	Indirect
Common Stock	96.14	Indirect

Footnotes

F1: Restricted Stock was granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. Restricted Stock grants have a seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. The grant will expire ten years from the date of the grant.

F2: Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. When exercised, the SARs will be settled in Common Stock of the Company. The grant will expire ten years from the date of the grant.