Sec Form 4 Filing - JONES RENE F @ M&T BANK CORP - 2012-09-07

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JONES RENE F
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)
E.V.P./Chief Financial Officer
(Last) (First) (Middle)
ONE M&T PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
09/07/2012
(Street)
BUFFALO, NY14203-2399
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/07/2012 A( 1 ) 254.32 A ( 1 ) $ 0 ( 2 ) 41,179.4 D
Common Stock 09/07/2012 M 10,000 A $ 80.23 51,179.4 D
Common Stock 09/07/2012 F 9,353 ( 3 ) D $ 90.74 41,826.4 D
Common Stock 09/07/2012 S 2,500 D $ 90.6955 ( 4 ) 39,326.4 D
Common Stock 6,070 I By 401(k) Plan ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 80.23 09/07/2012 M 10,000 ( 6 ) 01/21/2013 Common Stock 10,000 $ 0 ( 7 ) 0 D
Phantom Common Stock Units ( 8 ) ( 8 ) ( 8 ) Common Stock ( 8 ) 1,428 I Supplemental 401 (k) Plan ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JONES RENE F
ONE M&T PLAZA
BUFFALO, NY14203-2399
E.V.P./Chief Financial Officer
Signatures
By: Andrea R. Kozlowski, Esq.(Attorney-In-Fact) 09/11/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transaction involves an award of fully vested restricted stock issued under the M&T Bank Corporation 2009 Equity Incentive Compensation Plan and represents a portion of the reporting person's salary.
( 2 )The restricted stock was granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the restricted stock.
( 3 )The reported transaction includes shares withheld for taxes upon the exercise of stock options previously granted to the reporting person and also includes shares withheld for taxes in connection with the filer's stock salary award.
( 4 )This transaction was executed in multiple trades at prices ranging from $90.69 to $90.72. 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.
( 5 )The information presented is as of June 30, 2012.
( 6 )Currently exercisable.
( 7 )The option was granted under an employee stock option plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.
( 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.

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).
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