Tompkins Financial (TMP) Form 4 TOMPKINS FINANCIAL / SCOTT L GRUBER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRUBER SCOTT L

(Last) (First) (Middle)

C/O

TOMPKINS FINANCIAL CORPORATION

(Street)

ITHACA NY 14851

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TOMPKINS FINANCIAL CORP [ TMP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Pres. & CEO, VIST Bank

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2021		M		459	A	$40.6	13,928.182	D
Common Stock	03/12/2021		F		306(1)	D	$92.36	13,622.182	D
Common Stock	03/12/2021		M		590	A	$49.22	14,212.182	D
Common Stock	03/12/2021		F		426(1)	D	$92.36	13,786.182	D
Common Stock	03/12/2021		M		380	A	$56.29	14,166.182	D
Common Stock	03/12/2021		F		292(1)	D	$92.36	13,874.182	D
Common Stock	03/12/2021		M		201	A	$76.9	14,075.182	D
Common Stock	03/12/2021		F		181(1)	D	$92.36	13,894.182	D
Common Stock								1,014.2209	I	by 401(K) ESOP
Common Stock								4,239.834	I	by 401(k)/ISOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights (SAR)	$40.6	03/12/2021		M			459	(2)	05/03/2023	Common Stock	459	$0	0	D
Stock Appreciation Rights (SAR)	$49.22	03/12/2021		M			590	(2)	11/21/2024	Common Stock	590	$0	522	D
Stock Appreciation Rights (SAR)	$56.29	03/12/2021		M			380	(2)	11/04/2025	Common Stock	380	$0	716	D
Stock Appreciation Rights (SAR)	$76.9	03/12/2021		M			201	(3)	11/09/2026	Common Stock	201	$0	200	D

Explanation of Responses:

1. Shares withheld for option cost and taxes.

2. 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.

3. 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.

	/s/ Scott L. Gruber	03/15/2021
	** Signature of Reporting Person	Date
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