Ownership Submission
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
King Darren J
   2. Issuer Name and Ticker or Trading Symbol
M&T BANK CORP [MTB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
E.V.P./Chief Financial Officer
(Last)
(First)
(Middle)
ONE M&T PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
11/09/2016
(Street)

BUFFALO, NY 14203		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/09/2016   M(1)   6,770 A $ 91.28 25,991.39 D  
Common Stock 11/09/2016   M(1)   13,268 A $ 38.91 39,259.39 D  
Common Stock 11/09/2016   S(1)   13,437 D $ 125.7519 (2) 25,822.39 D  
Common Stock 11/09/2016   S   6,601 D $ 131.25 19,221.39 D  
Common Stock 11/10/2016   M(3)   1,212 A $ 91.28 20,433.39 D  
Common Stock 11/10/2016   M(3)   6,732 A $ 38.91 27,165.39 D  
Common Stock               230 I By Son (4)
Common Stock               230 I By Daughter (5)
Common Stock               230 I By Daughter (5)
Common Stock               2,075 I By 401(k) Plan (6)

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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 (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 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
Option (right to buy) $ 91.28 11/09/2016   M     6,770   (7) 01/31/2018 Common Stock 6,770 $ 0 (8) 1,212 D  
Option (right to buy) $ 38.91 11/09/2016   M     13,268   (7) 01/30/2019 Common Stock 13,268 $ 0 (8) 36,384 D  
Option (right to buy) $ 91.28 11/10/2016   M     1,212   (7) 01/31/2018 Common Stock 1,212 $ 0 (8) 0 D  
Option (right to buy) $ 38.91 11/10/2016   M     6,732   (7) 01/30/2019 Common Stock 6,732 $ 0 (8) 29,652 D  
Phantom Common Stock Units (9)               (9)   (9) Common Stock (9)   124 I Supplemental 401(k) Plan (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
King Darren J
ONE M&T PLAZA
BUFFALO, NY 14203		       E.V.P./Chief Financial Officer  

Signatures

 By: Karla L. Harlow, Esq. (Attorney-In-Fact)   11/14/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The reported transaction involved the exercise of stock options and the sale of shares pursuant to a pre-authorized trading plan meeting the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
(2) This transaction was executed in multiple trades at prices ranging from $125.50 to $126.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3) The reported transaction involved the exercise of stock options pursuant to a pre-authorized trading plan meeting the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.
(4) These shares are owned by the son of the reporting person through a custodial account under the Uniform Transfers to Minors Act for which the reporting person is custodian.
(5) These shares are owned by the daughter of the reporting person through a custodial account under the Uniform Transfers to Minors Act for which the reporting person is custodian.
(6) The information presented is as of September 30, 2016.
(7) Currently exercisable.
(8) The option was granted under an employee stock option plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.
(9) The reported phantom common stock units are held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units may only be settled in cash upon distribution in accordance with the terms of the plan. The reported phantom common stock units also include units acquired through the dividend reinvestment feature of the plan.

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