TOMPKINS FINANCIAL CORP — Director's Dealing 2015

Nov 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2015-11-10

Reporting Person: HARTZ GREGORY J (EVP, Pres.&CEO Tompkins Trust)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-10	Common Stock	M	892	$37.00	Acquired	16260.638	Direct
2015-11-10	Common Stock	F	142	$54.31	Disposed	16118.638	Direct
2015-11-10	Common Stock	D	576	$57.31	Disposed	15542.638	Direct
2015-11-10	Common Stock	M	1870	$41.71	Acquired	17412.638	Direct
2015-11-10	Common Stock	F	228	$57.31	Disposed	17184.638	Direct
2015-11-10	Common Stock	D	1361	$57.31	Disposed	15823.638	Direct
2015-11-10	Common Stock	M	519	$40.60	Acquired	16342.638	Direct
2015-11-10	Common Stock	F	68	$57.31	Disposed	16274.638	Direct
2015-11-10	Common Stock	D	368	$57.31	Disposed	15906.638	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-10	Stock Appreciation Rights (SAR)	$37.00	M	892	Disposed	2021-08-19	Common Stock (892)	Direct
2015-11-10	Stock Appreciation Rights (SAR)	$41.7091	M	1870	Disposed	2019-09-17	Common Stock (1870)	Direct
2015-11-10	Stock Appreciation Rights (SAR)	$40.60	M	519	Disposed	2023-05-03	Common Stock (519)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3401.49	Indirect
Common Stock	2002.65	Indirect
Common Stock	55.278	Indirect

Footnotes

F1: Shares withheld for taxes.

F2: Deemed disposition of shares to satisfy the exercise price.

F3: 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.