X0306 4 2014-10-03 0001005817 TOMPKINS FINANCIAL CORP TMP 0001124188 SPAIN MICHAEL H TOMPKINS FINANCIAL CORPORATION P O BOX 460 ITHACA NY 14851 1 Common Stock 66173 D Common Stock 8400 I By Christina Bass Spain Common Stock 58940 I By Partnership Phantom Stock 2014-10-03 4 A 0 106.32 44.99 A Common Stock 106.32 4998.369 D Reflects a change in beneficial ownership of 16,800 shares from indirect to direct as a result of a distribution of shares to the reporting person from a family Limited Partnership. 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. /s/ Michael H. Spain 2014-10-07