TOMPKINS FINANCIAL CORP — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2016-11-09

Reporting Person: ROMAINE STEPHEN S (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	A	2610	—	Acquired	32090.422	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	Stock Appreciation Rights (SAR)	$76.90	A	1734	Acquired	2026-11-09	Common Stock (1734)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7745.18	Indirect
Common Stock	3614.52	Indirect

Footnotes

F1: Restricted Stock was granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. Restricted Stock grants have a five-year vesting schedule with 0% vesting in year one and 25% vesting in years two through five. The grant will expire ten years from the date of the grant.

F2: The total reported in Column 5 reflects 281 shares withheld on 8/19/2013; 281 shares withheld on 8/19/2014; 499 shares withheld on 5/3/2015; 286 shares withheld on 8/19/15; 509 shares withheld on 5/3/2016 and 288 shares withheld on 8/19/16, in each case to satisfy the reporting person's tax withholding obligation related to the vesting of stock on those dates. Although the withholding of those shares was not reported on Forms 4, Forms 4 filed for the reporting person subsequent to such vesting dates reflected the withholding of such shares and therefore accurately reflected the reporting person's holdings in Column 5 on each such date.

F3: Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a five-year vesting schedule, with 0% vesting in year one and 25% vesting in years two through five. 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.