TOMPKINS FINANCIAL CORP — Director's Dealing 2017

Nov 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2017-11-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-03	Common Stock	M	520	$40.60	Acquired	18628.156	Direct
2017-11-03	Common Stock	F	364	$85.20	Disposed	18264.156	Direct
2017-11-03	Common Stock	M	590	$49.22	Acquired	18854.156	Direct
2017-11-03	Common Stock	F	447	$85.20	Disposed	18407.156	Direct
2017-11-03	Common Stock	M	892	$37.00	Acquired	19299.156	Direct
2017-11-03	Common Stock	F	602	$85.20	Disposed	18697.156	Direct
2017-11-04	Common Stock	F	84	$85.20	Disposed	18613.156	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-03	Stock Appreciation Rights (SAR)	$40.60	M	520	Disposed	2023-05-03	Common Stock (520)	Direct
2017-11-03	Stock Appreciation Rights (SAR)	$49.22	M	590	Disposed	2024-11-21	Common Stock (590)	Direct
2017-11-03	Stock Appreciation Rights (SAR)	$37.00	M	892	Disposed	2021-08-19	Common Stock (892)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3932.058	Indirect
Common Stock	2400.148	Indirect

Footnotes

F1: Shares withheld for Option cost and taxes

F2: Deemed disposition of shares to the Issuer to pay for taxes upon vesting of restricted stock.

F3: 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.