TOMPKINS FINANCIAL CORP — Director's Dealing 2016

Nov 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-11	Common Stock	M	1760	$41.71	Acquired	9757.915	Direct
2016-11-11	Common Stock	F	1223	$78.40	Disposed	8534.915	Direct
2016-11-11	Common Stock	M	884	$37.00	Acquired	9418.915	Direct
2016-11-11	Common Stock	F	580	$78.40	Disposed	8838.915	Direct
2016-11-11	Common Stock	M	372	$40.60	Acquired	9210.915	Direct
2016-11-11	Common Stock	F	255	$78.40	Disposed	8955.915	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-11	Stock Appreciation Rights (SAR)	$41.71	M	1760	Disposed	2019-09-17	Common Stock (1760)	Direct
2016-11-11	Stock Appreciation Rights (SAR)	$37.00	M	884	Disposed	2021-08-19	Common Stock (884)	Direct
2016-11-11	Stock Appreciation Rights (SAR)	$40.60	M	372	Disposed	2023-05-03	Common Stock (372)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	803.31	Indirect
Common Stock	101.33	Indirect

Footnotes

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

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.