Salamone Denis J Form 3 M&T BANK / DENIS J SALAMONE ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SALAMONE DENIS J

(Last) (First) (Middle)

440 HILLCREST ROAD

(Street)

RIDGEWOOD NJ 07450

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2015

3. Issuer Name and Ticker or Trading Symbol
M&T BANK CORP [ MTB ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	112,722(1)(2)	D
Common Stock	12,460(1)	I	By ESOP(3)
Common Stock	1,100(1)	I	By PIB(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	(5)	07/20/2016	Common Stock	94,533(6)	151.86	D
Option (right to buy)	(5)	01/25/2017	Common Stock	28,360(6)	163.99	D
Option (right to buy)	(5)	01/24/2018	Common Stock	31,511(6)	186.72	D
Option (right to buy)	(5)	01/22/2019	Common Stock	25,209(6)	143.17	D
Option (right to buy)	(5)	01/18/2020	Common Stock	15,755(6)	156.14	D
Option (right to buy)	(5)	11/01/2020	Common Stock	16,394(6)	113.06	D

Explanation of Responses:

1. Acquired pursuant to the Agreement and Plan of Merger by and among M&T Bank Corporation ("M&T"), Wilmington Trust Corporation, a wholly owned subsidiary of M&T, and Hudson City Bancorp, Inc. ("Hudson City"), dated August 27, 2012, as amended (the "Merger Agreement"), under which the reporting person elected to receive 0.08403 of a share of M&T common stock for certain shares of Hudson City common stock held by the reporting person, subject to the proration and allocation procedures set forth in the Merger Agreement.

2. Includes 20,493 shares of M&T common stock received upon the vesting of certain Deferred Stock Units for Hudson City common stock in accordance with the terms of the Merger Agreement.

3. Shares allocated for the benefit of the reporting person under the Hudson City Employee Stock Ownership Plan ("ESOP").

4. Shares held by the reporting person through the Hudson City Profit Incentive Bonus Plan ("PIB").

5. Currently exercisable.

6. Under the terms of the Merger Agreement, the outstanding and unexercised stock options to acquire Hudson City common stock were converted into stock options to acquire M&T common stock adjusted to reflect the exchange ratio applicable to Hudson City common stock.

Remarks:

	By: Brian R. Yoshida, Esq. (Attorney-In-Fact)	11/12/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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