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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol M&T BANK CORP [ MTB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/29/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/29/2016 | S | 39,637 | D | $118.375(1) | 2,490,996 | D | |||
Common Stock | 08/31/2016 | S | 60,363 | D | $118.3199(2) | 2,430,633 | D | |||
Common Stock | 56,044 | I | By 401 (k) Plan(3) | |||||||
Common Stock | 214,540 | I | 1999 Family Trust(4) | |||||||
Common Stock | 224,766 | I | 2000 Family Trust(4) | |||||||
Common Stock | 400,000 | I | See footnote(5) | |||||||
Common Stock | 374,996 | I | See footnote(6) | |||||||
Common Stock | 393,249 | I | See footnote(7) | |||||||
Common Stock | 3,282,880 | I | See footnote(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Phantom Common Stock Units | (9) | (9) | (9) | Common Stock | (9) | 5,831 | I | Supplemental 401(k) Plan(3) |
Explanation of Responses: |
1. This transaction was executed in multiple trades at prices ranging from $118.25 to $118.74. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
2. This transaction was executed in multiple trades at prices ranging from $118.25 to $118.44. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
3. The information presented is as of June 30, 2016. |
4. The indicated shares are held by the Robert G. Wilmers 1999 Family Trust and the Robert G. Wilmers 2000 Family Trust, respectively, under indentures dated July 23, 1993 (individually, the "1999 Family Trust" and "2000 Family Trust," respectively, and collectively, the "Family Trusts"). The reporting person is a trustee of each of the Family Trusts and holds sole voting and dispositive power over the shares held by the Family Trusts. These shares were formerly reported as having been held by Grantor Retained Annuity Trust No. 5 and Grantor Retained Annuity Trust No. 6. |
5. The indicated shares are held by a limited liability company of which the reporting person is the sole member. |
6. The indicated shares are held by Roche Foundation, Inc., a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is the sole director and president of Roche Foundation, Inc. and holds sole voting and dispositive power over the shares held by it. |
7. The indicated shares are held by the Interlaken Foundation, a Delaware not-for-profit, non-stock corporation in which the reporting person has no pecuniary interest. The reporting person is a director and President of the Interlaken Foundation and holds voting and dispositive power over the shares held by it. |
8. The indicated shares are held by Mallarme Investments Limited ("Mallarme"), a company whose sole shareholder is Mallarme Trust, an English law trust that the reporting person is sole trustee of and the beneficiaries of which are the reporting person's sister and sister's descendants. The reporting person has no pecuniary interest in these shares and disclaims beneficial ownership thereof. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for purposes of Section 16 or for any other purpose. |
9. The reported phantom common stock units are held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units may only be settled in cash upon distribution in accordance with the terms of the plan. The reported phantom common stock units also include units acquired through the dividend reinvestment feature of the plan. |
Remarks: |
By: Brian R. Yoshida, Esq. (Attorney-In-Fact) | 08/31/2016 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |