TOMPKINS FINANCIAL CORP — Director's Dealing 2016

Jan 28, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2015-12-31

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6790.89	Direct
Common Stock	642.45	Indirect
Common Stock	99.22	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights (SAR)	$41.71	2019-09-17	Common Stock (1760)	1760	Direct
Stock Appreciation Rights (SAR)	$37.00	2021-08-19	Common Stock (1300)	1300	Direct
Stock Appreciation Rights (SAR)	$40.60	2023-05-03	Common Stock (1095)	1095	Direct
Stock Appreciation Rights (SAR)	$49.22	2024-11-21	Common Stock (3475)	3475	Direct
Stock Appreciation Rights (SAR)	$56.29	2025-11-04	Common Stock (2235)	2235	Direct

Footnotes

F1: Includes shares acquired through profit sharing or 401K contributions.

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.