TOMPKINS FINANCIAL CORP — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2016-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock	M	1650	$41.71	Acquired	19015.843	Direct
2016-11-15	Common Stock	F	1202	$83.04	Disposed	17813.843	Direct
2016-11-15	Common Stock	M	893	$37.00	Acquired	18706.843	Direct
2016-11-15	Common Stock	F	623	$83.04	Disposed	18083.843	Direct
2016-11-15	Common Stock	M	519	$40.60	Acquired	18602.843	Direct
2016-11-15	Common Stock	F	375	$83.04	Disposed	18227.843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Stock Appreciation Rights (SAR)	$41.7091	M	1650	Disposed	2019-09-17	Common Stock (1650)	Direct
2016-11-15	Stock Appreciation Rights (SAR)	$37.00	M	893	Disposed	2021-08-19	Common Stock (893)	Direct
2016-11-15	Stock Appreciation Rights (SAR)	$40.60	M	519	Disposed	2023-05-03	Common Stock (519)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3705.22	Indirect
Common Stock	2233.14	Indirect

Footnotes

F1: Deemed disposition of shares to Issuer to satisfy option cost and taxes.

F2: Includes shares acquired through reinvestment of quarterly dividends.

F3: Includes shares acquired through profit sharing or 401K contributions.

F4: 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.