Sec Form 4 Filing - GRUBER SCOTT L @ TOMPKINS FINANCIAL CORP - 2021-03-12

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 GRUBER SCOTT L 2. Issuer Name and Ticker or Trading Symbol TOMPKINS FINANCIAL CORP [ TMP] 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 (Last) (First) (Middle) C/O, TOMPKINS FINANCIAL CORPORATION 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2021 (Street) ITHACA, NY14851 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 03/12/2021 M 459 A $ 40.6 13,928.182 D Common Stock 03/12/2021 F 306 ( 1 ) D $ 92.36 13,622.182 D Common Stock 03/12/2021 M 590 A $ 49.22 14,212.182 D Common Stock 03/12/2021 F 426 ( 1 ) D $ 92.36 13,786.182 D Common Stock 03/12/2021 M 380 A $ 56.29 14,166.182 D Common Stock 03/12/2021 F 292 ( 1 ) D $ 92.36 13,874.182 D Common Stock 03/12/2021 M 201 A $ 76.9 14,075.182 D Common Stock 03/12/2021 F 181 ( 1 ) D $ 92.36 13,894.182 D Common Stock 1,014.2209 I by 401(K) ESOP Common Stock 4,239.834 I by 401(k)/ISOP

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 Stock Appreciation Rights (SAR) $ 40.6 03/12/2021 M 459 ( 2 ) 05/03/2023 Common Stock 459 $ 0 0 D Stock Appreciation Rights (SAR) $ 49.22 03/12/2021 M 590 ( 2 ) 11/21/2024 Common Stock 590 $ 0 522 D Stock Appreciation Rights (SAR) $ 56.29 03/12/2021 M 380 ( 2 ) 11/04/2025 Common Stock 380 $ 0 716 D Stock Appreciation Rights (SAR) $ 76.9 03/12/2021 M 201 ( 3 ) 11/09/2026 Common Stock 201 $ 0 200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRUBER SCOTT L C/O TOMPKINS FINANCIAL CORPORATION ITHACA, NY14851 EVP, Pres. & CEO, VIST Bank Signatures /s/ Scott L. Gruber 03/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld for option cost and taxes. ( 2 )Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. 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. ( 3 )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.

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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