TOMPKINS FINANCIAL CORP — Director's Dealing 2016

Jul 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2016-07-27

Reporting Person: FETSKO FRANCIS M (EVP, COO, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-27	Common Stock	M	1650	$37.28	Acquired	12969	Direct
2016-07-27	Common Stock	F	1029	$71.58	Disposed	11940	Direct
2016-07-27	Common Stock	M	2677	$37.00	Acquired	14617	Direct
2016-07-27	Common Stock	F	475	$71.58	Disposed	14142	Direct
2016-07-27	Common Stock	F	1384	$71.58	Disposed	12758	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-27	Incentive Stock Option (Right to Buy)	$37.2727	M	1650	Disposed	2017-11-29	Common Stock (1650)	Direct
2016-07-27	Stock Appreciation Rights (SAR)	$37.00	M	2677	Disposed	2021-08-19	Common Stock (2677)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3426.47	Indirect
Common Stock	4001.93	Indirect

Footnotes

F1: Shares withheld for option cost and taxes.

F2: Shares withheld for taxes.

F3: Deemed disposition of shares to satisfy the 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.