TOMPKINS FINANCIAL CORP — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2015-02-19

Reporting Person: HYLAND ROSEMARY G. (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Common Stock	M	1300	$37.28	Acquired	10084.98	Direct
2015-02-19	Common Stock	F	915	$53.02	Disposed	9169.98	Direct
2015-02-19	Common Stock	F	97	$53.02	Disposed	9072.98	Direct
2015-02-19	Common Stock	M	1196	$41.71	Acquired	10268.98	Direct
2015-02-19	Common Stock	F	103	$53.02	Disposed	10165.98	Direct
2015-02-19	Common Stock	F	941	$53.02	Disposed	9224.98	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Incentive Stock Option (Right to Buy)	$37.28	M	1300	Disposed	2017-11-29	Common Stock (1300)	Direct
2015-02-19	Stock Appreciation Rights (SAR)	$41.71	M	1196	Disposed	2019-09-17	Common Stock (1196)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1506.53	Indirect
Common Stock	1330.71	Indirect

Footnotes

F1: Shares withheld for Option Cost.

F2: Shares withheld for taxes.

F3: Deemed disposition of shares to the issuer to satisfy exercise price.

F4: The stock option becomes exercisable in six annual installments commencing two years after the date of grant.

F5: 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.