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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) | ||
| 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 Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Phantom Stock | Â | 12/31/2011 | Â | L | 183 | Â | Â (2) | Â (2) | Common Stock | $ 0 (1) | 5,333 (5) | Â | ||
| 7% Convertible Trust Preferred - IRA | Â | Â | Â | Â | Â | Â | 04/15/2019 | 03/31/2039 | Common Stock | Â | 500 | Â | ||
| 7% Convertible Trust Preferred - Spouse's IRA | Â | Â | Â | Â | Â | Â | 04/15/2019 | 03/31/2039 | Common Stock | Â | 500 | by Spouse | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GATES REEDER D TOMPKINS FINANCIAL CORPORATION PO BOX 460 ITHACA, NY 14851 |
 X |  |  |  |
| /s/ Reeder D. Gates | 02/14/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares acquired through reinvestment of quarterly cash dividends. |
| (2) | Each share of phantom stock is the economic equivalent of one share of common stock. Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries. These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan. The reporting person has no voting or investment power over the shares prior to such distribution. |
| (3) | The Trust Preferred Securities were issued by Tompkins Capital Trust I, all of the common securities of which are owned by Tompkins Financial Corporation (TMP). The Trust Preferred Securities are convertible, at any time on or after April 15, 2019, into TMP Common Stock at a price of $41.35 per share or, if higher, the average of the closing prices of TMP Common Stock on the trading days in the calendar quarter preceding the date of conversion. The amount set out in Item #7 above uses the $41.35 conversion price. |
| (4) | Includes 110,587 shares of TMP stock held in the reporting person's IRA that were previously reported as "Common Stock - IRA". |
| (5) | Includes 5,150 shares of phantom stock held in the rabbi trust referenced above that were previously reported as "Common Stock Drip" shares in Table I in the reporting person's Form 5 filed on February 15, 2011. The reporting person intends to report all such shares of phantom stock in Table II in future reports. |