X0306 4 2017-05-04 0 0000726517 MERCHANTS BANCSHARES INC MBVT 0001220435 DAVIS JEFFREY L C/O MERCHANTS BANK, 275 KENNEDY DR S. BURLINGTON VT 05403 1 0 0 0 Common Stock 2017-05-04 4 A 0 127 51.05 A 77726 D Common Stock 6912 I By Trust Common Stock 595 I By Family Trust Common Stock 724 I By Child Common Stock 1260 I By Spouse Represents shares of common stock underlying phantom stock units granted in accordance with the terms of the Issuer's 2008 Compensation Plan for Non-Employee Directors and Trustees (the "Plan"). Each phantom stock unit represents a contingent right to receive one share of the Issuer's common stock. The shares of phantom stock will become payable in common stock in seven equal annual installments commencing on the Reporting Person's 65th birthday and are subject to partial forfeiture by the Reporting Person, all as more fully described in the Plan. The Reporting Person disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. /s/ Jamie Oberle, attorney-in-fact for Jeffrey L. Davis 2017-05-08