SC 13D

CUSIP No. 317585404 Page 1 of 10 Pages

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. ____)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Financial Institutions, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

317585404

(CUSIP Number)

Clover Partners, L.P.

100 Crescent Court, Suite 575

Dallas, TX  75201

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with copies to-

Phillip M. Goldberg Foley & Lardner LLP 321 North Clark Street Suite 2800 Chicago, IL  60654-5313 (312) 832-4549 Peter D. Fetzer Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI  53202-5306 (414) 297-5596

December 16, 2015

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 317585404 Page 2 of 10 Pages

1	NAME OF REPORTING PERSON MHC Mutual Conversion Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      £ (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 738,636
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 738,636
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 738,636
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 317585404 Page 3 of 10 Pages

1	NAME OF REPORTING PERSON Clover Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      £ (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS OO/AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 738,636
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 738,636
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 738,636
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON PN, IA

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CUSIP No. 317585404 Page 4 of 10 Pages

1	NAME OF REPORTING PERSON Clover Partners Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      £ (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS OO/AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 738,636
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 738,636
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 738,636
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON CO

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CUSIP No. 317585404 Page 5 of 10 Pages

1	NAME OF REPORTING PERSON Johnny Guerry
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)      £ (b)      £
3	SEC USE ONLY
4	SOURCE OF FUNDS OO/AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			£
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 738,636
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 738,636
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 738,636
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

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CUSIP No. 317585404 Page 6 of 10 Pages

SCHEDULE 13D

This Schedule 13D (this “Schedule 13D”) is being filed on behalf of MHC Mutual Conversion Fund, L.P., a Texas limited partnership (the “Fund”), Clover Partners, L.P., a Texas limited partnership and the general partner of the Fund (the “GP”), Clover Partners Management, L.L.C., a Texas limited liability company and the general partner of the GP (“Clover”), and Johnny Guerry, the managing partner of Clover (collectively, the “MHC Mutual Conversion Fund Group”), relating to common stock ($.01 par value) (the “Common Stock”) of Financial Institutions, Inc., a New York corporation (the “Issuer”).

Specifically, this Schedule 13D relates to Common Stock of the Issuer purchased by the GP through the account of the Fund.  The Fund may direct the vote and disposition of the 738,636 shares of Common Stock it holds directly.  The GP serves as the investment adviser and general partner to the Fund and may direct the vote and disposition of the 738,636 shares of Common Stock held by the Fund.  Clover serves as the general partner of the GP and may direct the GP to direct the vote and disposition of the 738,636 shares of Common Stock held by the Fund.  As the managing partner of Clover, Mr. Guerry may direct the vote and disposition of the 738,636 shares of Common Stock held by the Fund.

Item 1. Security and Issuer

Securities acquired:	Common Stock
Issuer:	Financial Institutions, Inc. 220 Liberty Street Warsaw, New York 14569

Item 2. Identity and Background

(a)-(b)           This Schedule 13D is jointly filed by the Fund, the GP, Clover and Mr. Guerry.  Because Mr. Guerry is the managing partner of Clover, which is the general partner of the GP (with Mr. Guerry, the Fund and Clover hereinafter referred to as the “Controlling Persons”), the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Exchange Act, to be the beneficial owners of all of the Common Stock held by the Fund.

Each of the persons identified in this Schedule 13D is sometimes referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.”  Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto as Exhibit 99.1.

The principal place of business for each of the Reporting Persons is 100 Crescent Court, Suite 575, Dallas, TX 75201.

(c)           The principal occupation of Mr. Guerry is serving as the managing partner of Clover.  The principal business of Clover is acting as the general partner of the GP.  The principal business of the GP is investment management.  The principal business of the Fund is investing in securities.

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CUSIP No. 317585404 Page 7 of 10 Pages

(d)           During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           The Fund, the GP and Clover are organized under the laws of the State of Texas.  Mr. Guerry is a citizen of the United States of America.

Item 3. Source and Amount of Funds

As of the date of this Schedule 13D, the Fund had invested $18,677,267.44 (inclusive of brokerage commissions) in Common Stock of the Issuer.  The source of these funds was the working capital of the Fund.

Item 4. Purpose of the Transaction

The Reporting Persons purchased the Common Stock for investment purposes.  The MHC Mutual Conversion Fund Group’s intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock.

Consistent with its investment purpose, the MHC Mutual Conversion Fund Group has engaged and will continue to engage in communications with one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer (the “Board”), and/or one or more representatives of the Issuer regarding the Issuer, including, but not limited to its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans.  The MHC Mutual Conversion Fund Group has discussed and will continue to discuss ideas that, if effectuated, may result in any of the following: a sale or transfer of a material amount of assets of the Issuer and/or changes in the Board or management of the Issuer.

The Reporting Persons may purchase, sell or transfer Common Stock beneficially owned by them from time to time in public transactions depending on economic considerations and, subject to the below, the results of such communications.  Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.

The Reporting Persons may purchase, sell or transfer Common Stock beneficially owned by them from time to time in public transactions depending on economic considerations and, subject to the below, the results of such communications.  Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.

On December 16, 2015, Clover Partners, L.P. sent a letter to the Board addressing, among other things, ways in which it believes shareholder value may be maximized.  A copy of the letter is attached hereto as Exhibit 99.2.

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CUSIP No. 317585404 Page 8 of 10 Pages

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a) - (b) The MHC Mutual Conversion Fund Group beneficially owns 738,636 shares of Common Stock, which represents 5.2% of the Issuer’s outstanding shares of Common Stock.  The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by the MHC Mutual Conversion Fund Group as set forth in this Schedule 13D, by (ii) the 14,189,535, shares of Common Stock outstanding as of October 28, 2015, according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2015.

The GP, in its capacity as investment manager and general partner to the Fund has power to vote the 738,636 shares of Common Stock and the power to dispose of the 738,636 shares of Common Stock held in the Fund.  Clover, in its capacity as general partner of the GP and Mr. Guerry, as the managing partner of Clover, may each be deemed to beneficially own the Common Stock held in the Fund.

(c)           The Fund effected the following transactions in the Common Stock within the past sixty days:

Date	Number of Shares Purchased/(Sold)	Price Per Share	Where and How Transaction Effected
10/27/2015	10,000	$25.53	Open Market
10/28/2015	(10,000)	$26.42	Open Market
10/28/2015	(7)	$26.42	Open Market
10/29/2015	(5,000)	$26.62	Open Market
11/3/2015	(693)	$26.55	Open Market
11/3/2015	(6,607)	$26.55	Open Market
11/4/2015	(8,393)	$26.49	Open Market
11/4/2015	(2)	$26.50	Open Market
11/4/2015	(500)	$26.49	Open Market
11/4/2015	(1,105)	$26.49	Open Market
11/5/2015	(7,874)	$26.64	Open Market
11/5/2015	(1,300)	$26.64	Open Market
11/5/2015	(12,362)	$26.64	Open Market
11/6/2015	(39,730)	$26.91	Open Market
11/9/2015	(1,500)	$26.96	Open Market
11/10/2015	(408)	$27.01	Open Market
11/10/2015	(4,592)	$27.01	Open Market
11/10/2015	(3,000)	$27.32	Open Market
11/13/2015	5,000	$26.99	Open Market
11/16/2015	5,000	$26.94	Open Market
11/19/2015	10,000	$26.94	Open Market
11/20/2015	5,000	$26.99	Open Market
11/30/2015	21,000	$27.37	Open Market
12/1/2015	3,000	$27.30	Open Market
12/3/2015	35,000	$27.16	Open Market
12/8/2015	12,530	$26.73	Open Market
12/9/2015	25,566	$26.76	Open Market
12/10/2015	35,223	$27.16	Open Market
12/11/2015	30,990	$27.13	Open Market
12/14/2015	1,100	$27.10	Open Market
12/14/2015	25,000	$27.24	Open Market
12/15/2015	20,939	$27.10	Open Market

CUSIP No. 317585404 Page 9 of 10 Pages

The filing of this Schedule 13D shall not be construed as admission that the GP, Clover, or Mr. Guerry is for the purposes of Section 13(d) or 13(g) of the Exchange Act the beneficial owner of any of the 738,636 shares of Common Stock owned by the Fund.  Pursuant to Rule 13d-4, the GP, Clover, and Mr. Guerry disclaim all such beneficial ownership.

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e)           Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

With respect to the Fund, GP is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

Other than the foregoing agreements and arrangements, and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
Exhibit 99.1	Joint Filing Agreement by and among the Reporting Persons.
Exhibit 99.2	Board Letter dated December 16, 2015

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CUSIP No. 317585404 Page 10 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 16, 2015

MHC Mutual Conversion Fund, L.P.

By:         Clover Partners, L.P.

By:          Clover Partners Management, L.L.C., general partner

               By:          /s/ John Guerry

               Name:      John Guerry

               Title:        Managing Partner

Clover Partners, L.P.

By:        Clover Partners Management, L.L.C., general partner

               By:          /s/ John Guerry

               Name:      John Guerry

               Title:        Managing Partner

Clover Partners Management, L.L.C.

               By:          /s/ John Guerry

               Name:      John Guerry

               Title:        Managing Partner

/s/ Johnny Guerry                                                                                

Johnny Guerry

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, of Financial Institutions, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 16, 2015.

MHC Mutual Conversion Fund, L.P.

By:         Clover Partners, L.P.

By:        Clover Partners Management, L.L.C., general partner

               By:           /s/ John Guerry

               Name:      John Guerry

               Title:        Managing Partner

Clover Partners, L.P.

By:        Clover Partners Management, L.L.C., general partner

               By:           /s/ John Guerry

               Name:      John Guerry

               Title:        Managing Partner

Clover Partners Management, L.L.C.

               By:           /s/ John Guerry

               Name:      John Guerry

               Title:        Managing Partner

/s/ Johnny Guerry                                                                                

Johnny Guerry

EX-99.2

EXHIBIT 99.2

MHC Mutual Conversion Fund

100 Crescent Court, Suite 575, Dallas, TX  75201

December 16, 2015

Board of Directors of Financial Institutions, Inc.

c/o Sonia M. Dumbleton, Corporate Secretary

220 Liberty Street

Warsaw, New York 14569

Board of Directors of Financial Institutions Group Inc. (FISI),

I am writing to inform you that Clover Partners, L.P. has built a stake in your institution of greater than 5% and will be filing a 13-D shortly. We believe it is in the best interest of FISI's shareholders for the company to be sold to a larger bank. FISI has now announced the second acquisition in as many years that will result in meaningful tangible book value (TBV) dilution for FISI shareholders. The earn-back periods for this dilution are outside any acceptable range, and we believe management's rationale for the acquisitions is flawed at best.

Clover met with Marty Birmingham (CEO of FISI) and Kevin Klotzbach (CFO of FISI) in October of this year. At that meeting we discussed a number of strategies for FISI, including the opportunity to capitalize on market-place disruption created by KeyBanc's purchase of First Niagra. Furthermore, we thoroughly discussed FISI's acquisition of Scott Danahy Naylon Inc. In no uncertain terms, we expressed our disapproval of transactions that result in considerable dilution to TBV, especially when coupled with long earn-back periods of that dilution. In this transaction we calculated 7% dilution to TBV and an earn-back of approximately 20 years! We asked management to expound on the strategic rationale for a deal with such unattractive financial metrics, and the explanation was two-fold: First, FISI was buying a platform to which they could do small tack-on acquisitions at much lower prices and would help build scale in the business. While, this may be a fair point, we countered that any insurance deal is going to come with large amounts of intangibles relative to the transaction size and thus still have a long earn-back period on the dilution. Management did not dispute this point, and offered that the other justification for the transaction was an overarching goal to grow non-interest income as a percentage of total revenues, which is a laudable objective but in this case came with far too high of a price tag for FISI's shareholders.

I believed our discussion was constructive, and management indicated they heard our message loud and clear and would be extra scrupulous before doing any future deals that result in meaningful dilution for shareholders.  Thus, we were both surprised and dismayed to see FISI's announcement on November 30th that they were buying Courier Capital. Our calculations indicate this deal comes with TBV dilution of 4%, which is less than the Scott Danahy transaction, but our model points to an earn-back of at least seven years, which is unacceptable. Furthermore, the acquisition is barely accretive to earnings (~2% in 2017). We immediately reached out to management to understand the logic behind what we viewed as another poor transaction. We heard the same refrain of growing non-interest income as a percentage of revenue as well as FISI was buying another platform with the potential for smaller tack-on deals. Furthermore, management explained that they believed bank's with higher percentages of non-interest income trade at higher price to earnings multiples (P/E). Lastly, management offered that the earn-back on the combined institution was only six months.

In our opinion, the earn-back on the combined institution is basically irrelevant as the attractiveness of a deal's valuation should stand on its own merits. By analogy, a far larger bank than FISI could theoretically have purchased Courier for many times the price paid by FISI, and their combined earn-back could have been a matter of weeks. That doesn't make the Courier deal a good one for that bank either, and that is an unmistakably poor way to evaluate whether you paid an attractive price for a deal, and thus, whether you should have done it in the first place.

Our research indicates that one of the highest correlations you find in bank stocks is that of the ratio of a bank's price to tangible book value (P/TBV) relative to its return on tangible common equity (ROTCE). Simply stated, the higher a bank's ROTCE, the higher the P/TBV multiple. Thus, diluting TBV can only be justified when either the earn-back is very short (<5 years at most) or when the dilution is offset by a substantial increase in ROTCE which will justify a much higher P/TBV multiple. In an ideal transaction, you would have both of those components. Unfortunately, in the case of FISI, shareholders are getting multiple expansion (P/TBV) by virtue of diluting the denominator without any meaningful enhancement to the earnings of the institution.  Furthermore, we think the "higher P/E multiple" argument offered by management is misguided as FISI already trades at almost 14x 2016 eps estimates.

The strategy of buying another platform is lost upon us as it has been 16 months since the Scott Danahy platform was purchased, and there have been no tack-on deals to help legitimize the lousy financial metrics of the first deal. Now FISI has two platforms both needing tack-on deals to even justify the transactions in the first place, and our concern is that multiple small deals will translate into material dilution for shareholders. Furthermore, management indicated they would consider purchasing another platform in the future, which would undoubtedly mean even more dilution to shareholders and is something we vehemently oppose.

It is Clover's strong belief that FISI should halt any future acquisition plans and sell the bank to a larger competitor. FISI is a reasonably profitable institution and has an excellent deposit franchise but lacks a pathway to the profitability metrics enjoyed by their larger peers. FISI is also thin on their tangible common equity to tangible assets ratio (TCE/TA), which limits the banks growth potential and is also problematic if credit issues began to emerge. Some of FISI's competitors are approaching an important crossroads in the way of the $10 billion asset threshold, and FISI appears to be a natural solution to those institutions eclipsing that hurdle in a meaningful way. Beyond in-market players, we believe there are a number of banks in other markets who would have a strong interest in FISI and have the capacity to pay healthy premiums to the market price.

In our terminal valuation of FISI, we considered deposit premiums, P/E ratios both pre-cost-saves as well as post-cost-saves and P/TBV multiples. Our analysis conservatively shows that in a deal, FISI shares would be worth somewhere in the range of $34-$37 (26% - 37% respective premiums to the market price). We believe FISI's shareholders would far prefer that premium as well as the option of taking the buyer's currency, rather than continue on a path of further TBV dilution. Furthermore, it is difficult to justify a substantively higher trading valuation for FISI based on our analysis of the bank's earnings potential. To be sure, we do not foresee the bank even earning > 90bps core ROA until 2017, and that comes with execution risk. Thus, we fervently believe that a sale of the bank is the best risk-adjusted return for shareholders and is therefore the best way for the board and management to maximize value for shareholders.

It is our intention to actively communicate with the board and management to discuss future steps and possible board representation. To date, we have had constructive communications with management, despite disagreeing on some topics, and we hope to maintain this constructive dialog. However, we remain resolute in seeing that shareholders’ interests are fully addressed and will pursue board representation via a proxy-contest should we deem it necessary. We look forward to discussing the future plans for FISI, and hope we can all work productively together to find the best path forward for FISI and the bank's shareholders.

Sincerely,

/s/ Johnny Guerry

Johnny Guerry

Managing Partner

Clover Partners, L.P.