TOMPKINS FINANCIAL CORP — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2017-01-31

Reporting Person: ALEXANDER JOHN E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-31	7% Convertible Trust Preferred	$	J	2500	Disposed	2039-03-31	Common Stock (60459)	Direct
2017-01-31	7% Convertible Trust Preferred	$	J	2500	Disposed	2039-03-31	Common Stock (60459)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43066.108	Direct
Common Stock	548.779	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (14138.185)	14138.185	Direct

Footnotes

F1: The Trust Preferred Securities were issued by Tompkins Capital Trust I, all of the common securities of which are owned by Tompkins Financial Corporation (TMP). The Trust Preferred Securities are convertible, at any time on or after April 15, 2019, into TMP Common Stock at a price of $41.35 per share or, if higher, the average of the closing prices of TMP Common Stock on the trading days in the calendar quarter preceding the date of conversion. The amount set out in Item #7 above uses the $41.35 conversion price.

F2: The reported securities were called for redemption by the Issuer at a price equal to their face value; accordingly, they are no longer exercisable and have been redeemed and cancelled.

F3: Each share of phantom stock is the economic equivalent of one share of common stock. Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries. These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan. The reporting person has no voting or investment power over the shares prior to such distribution.