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TOMPKINS FINANCIAL CORP Director's Dealing 2017

Feb 6, 2017

32217_dirs_2017-02-06_4d14e0b0-21f7-4f5c-8133-34fea41bca5b.zip

Director's Dealing

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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: ROMAINE STEPHEN S (Director, President & CEO)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 31816.167 Direct
Common Stock 7790.33 Indirect
Common Stock 3635.59 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Incentive Stock Option (Right to Buy) $37.2727 2017-11-29 Common Stock (57) 57 Direct
Non-qualified Stock Option (Right to Buy) $37.2727 2017-11-29 Common Stock (16444) 16444 Direct
Stock Appreciation Rights (SAR) $41.7091 2019-09-17 Common Stock (22000) 22000 Direct
Stock Appreciation Rights (SAR) $37.00 2021-08-19 Common Stock (10500) 10500 Direct
Stock Appreciation Rights (SAR) $40.60 2023-05-03 Common Stock (6270) 6270 Direct
Stock Appreciation Rights (SAR) $49.22 2024-11-21 Common Stock (7530) 7530 Direct
Stock Appreciation Rights (SAR) $56.29 2025-11-04 Common Stock (4835) 4835 Direct
Stock Appreciation Rights (SAR) $76.90 2026-11-09 Common Stock (1734) 1734 Direct

Footnotes

F1: Includes shares acquired through reinvestment of quarterly dividends.

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

F3: The stock option becomes exercisable in six annual installments commencing two years after the date of grant.

F4: 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.

F5: 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.