M&T Bank Corporation
M&T BANK CORP (Form: 4, Received: 02/02/2018 17:38:07)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Siddique Sabeth
2. Issuer Name and Ticker or Trading Symbol

M&T BANK CORP [ MTB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief of Reg. Affairs
(Last)          (First)          (Middle)

ONE M&T PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2018
(Street)

BUFFALO, NY 14203
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/31/2018     A (1)    820   A (1) $0.00   (2) 4013   D    
Common Stock   1/31/2018     F (3)    279   D $190.78   3734   D    
Common Stock                  169   I   By 401(k) Plan   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Option (right to buy)   $190.78   1/31/2018     A      1074         (5) 1/31/2028   Common Stock   1074   $0.00   (6) 1074   D    
Phantom Common Stock Units     (7)                    (7)   (7) Common Stock     (7)   139   I   Supplemental 401(k) Plan   (4)

Explanation of Responses:
(1)  Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on January 31, 2017, upon achievement of performance goals under the 2009 M&T Bank Corporation Equity Incentive Compensation Plan.
(2)  The performance-based restricted stock units were granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the performance-based restricted stock units.
(3)  Shares withheld for taxes upon the settlement in shares of the performance-based restricted stock units previously granted to the reporting person.
(4)  The information presented is as of December 29, 2017.
(5)  The option granted includes a total of 1,074 shares. 358 of the shares are exercisable on or after January 31, 2019; an additional 358 of the shares are exercisable on or after January 31, 2020; and the remaining 358 shares are exercisable on or after January 29, 2021.
(6)  The option was granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.
(7)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Siddique Sabeth
ONE M&T PLAZA
BUFFALO, NY 14203


Chief of Reg. Affairs

Signatures
By: Brian R. Yoshida, Esq. (Attorney-In-Fact) 2/2/2018
** 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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