Statement of Changes in Beneficial Ownership (4)
15 November 2016 - 2:18AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
GRUBER SCOTT L
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2. Issuer Name
and
Ticker or Trading Symbol
TOMPKINS FINANCIAL CORP
[
TMP
]
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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
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(Last)
(First)
(Middle)
C/O, TOMPKINS FINANCIAL CORPORATION
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2016
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(Street)
ITHACA, NY 14851
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/9/2016
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A
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1207
(1)
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A
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$0
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7921.172
(2)
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D
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Common Stock
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285.74
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I
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by 401(K) ESOP
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Common Stock
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2457.16
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I
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by 401(k)/ISOP
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights (SAR)
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$76.90
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11/9/2016
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A
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802
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(3)
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11/9/2026
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Common Stock
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802
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$0
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802
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D
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Explanation of Responses:
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(
1)
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Restricted Stock was granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. Restricted Stock grants have a five-year vesting schedule with 0% vesting in year one and 25% vesting in years two through five. The grant will expire ten years from the date of the grant.
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(
2)
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The total reported in Column 5 reflects 129 shares withheld on 5/3/2015, and 173 shares withheld on 5/3/2016, in each case to satisfy the reporting person's tax withholding obligation related to the vesting of stock on those dates. Although the withholding of those shares was not reported on Forms 4, Forms 4 filed for the reporting person subsequent to such vesting dates reflected the withholding of such shares and therefore accurately reflected the reporting person's holdings in Column 5 on each such date.
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(
3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GRUBER SCOTT L
C/O
TOMPKINS FINANCIAL CORPORATION
ITHACA, NY 14851
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EVP, Pres. & CEO, VIST Bank
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Signatures
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/s/ Scott L. Gruber
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11/11/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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