Sec Form 4 Filing - PALERMO JAMES P @ Bank of New York Mellon CORP - 2013-01-18

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
PALERMO JAMES P
2. Issuer Name and Ticker or Trading Symbol
Bank of New York Mellon CORP [ BK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice Chairman
(Last) (First) (Middle)
THE BANK OF NEW YORK MELLON CORPORATION, BNY MELLON CENTER SUITE 0152
3. Date of Earliest Transaction (MM/DD/YY)
01/18/2013
(Street)
BOSTON, MA02108
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 01/18/2013 M( 1 ) 20,000 A $ 23.19 232,114.8186 ( 2 ) D
Common Stock 01/18/2013 S 20,000 D $ 26.2094 ( 3 ) 212,114.8186 D
Common Stock 4,329.1319 ( 4 ) I By 401(k) Plan
Common Stock 29,250 I By GRAT 2010
Common Stock 67,599 ( 5 ) I By GRAT 2012
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
EMP OPT-Right to Buy-Type I 1/03 $ 23.19 01/18/2013 M 20,000 01/24/2004 01/23/2013 Common Stock 20,000 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PALERMO JAMES P
THE BANK OF NEW YORK MELLON CORPORATION
BNY MELLON CENTER SUITE 0152
BOSTON, MA02108
Vice Chairman
Signatures
/s/Craig T. Beazer, Attorney-in-Fact 01/23/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the exercise by the Reporting Person of Stock Options granted as part of the Company's annual employee compensation program in January 2003, which if not exercised were scheduled to expire on January 23, 2013.
( 2 )Includes 10,347 shares previously reported as indirectly held by GRAT 2010.
( 3 )Represents the weighted average price of shares sold with actual prices ranging from $26.19 to $26.27. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within this range.
( 4 )Holdings reported as of 12/31/2012.
( 5 )Grantor Retained Annuity Trust, of which Reporting Person is Trustee. All shares previously reported as directly held.
( 6 )Not Applicable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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