SEC FORM 4 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*
WILMERS ROBERT G

(Last) (First) (Middle)
ONE M&T PLAZA

(Street)
BUFFALO NY 14203-2399

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
M&T BANK CORP [ MTB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2017
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 2,214,016 D
Common Stock 57,439 I By 401 (k) Plan(1)
Common Stock 0(2) I 1999 Family Trust
Common Stock 0(2) I 2000 Family Trust
Common Stock 400,000 I See footnote(3)
Common Stock 390,809 I See footnote(4)
Common Stock 409,062 I See footnote(5)
Common Stock 2,654,816(6) I See footnote(7)
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
Phantom Common Stock Units (8) (8) (8) Common Stock (8) 5,949 I Supplemental 401(k) Plan(1)
Explanation of Responses:
1. The information presented is as of September 30, 2017.
2. On November 27, 2017, the reporting person resigned as trustee of the Robert G. Wilmers 1999 Family Trust and the Robert G. Wilmers 2000 Family Trust and is no longer required to report transactions or holdings of shares owned by such trusts.
3. The indicated shares are held by a limited liability company of which the reporting person is the sole member.
4. 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.
5. 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.
6. On March 3, 2017, 628,064 shares were distributed gratuitously by Mallarme Investments Limited ("Mallarme") to a limited liability company that the reporting person has no pecuniary interest in and does not hold any voting or dispositive power over the shares held by it, and as a result is not required to report transactions or holdings of shares owned by this limited liability company.
7. On May 31, 2017, Mallarme distributed gratuitously 2,654,816 shares to Voltaire Holdings, LLC, a limited liability 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.
8. 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) 11/29/2017
** 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).
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