TOMPKINS FINANCIAL CORP — Director's Dealing 2017

Feb 6, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2016-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-25	Common Stock	G	200	$86.57	Disposed	14018	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3547.04	Indirect
Common Stock	4050.178	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights (SAR)	$37.00	2021-08-19	Common Stock (2573)	2573	Direct
Stock Appreciation Rights (SAR)	$40.60	2023-05-03	Common Stock (3055)	3055	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
Stock Appreciation Rights (SAR)	$76.90	2026-11-09	Common Stock (802)	802	Direct

Footnotes

F1: Bona fide gift to Charitable Gift Fund.

F2: Includes shares acquired through profit sharing or 401K contributions.

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.

F4: 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.