SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ALLEN ROBERT W
(Last) (First) (Middle)
233 GENESEE STREET
(Street)
UTICA NY 13501
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PARTNERS TRUST FINANCIAL GROUP INC [ PRTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2007
4. If Amendment, Date of 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
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 11/30/2007 D 160,292 D (1) 0(2) D
Common Stock 11/30/2007 D 4,392 D (1) 0(3) I by wife
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 Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (right-to-buy) $8.47 11/30/2007 D 8,100 (4) 01/24/2008 Common Stock 8,100 $8.47 89,168 D
Non-Qualified Stock Option (right-to-buy) $7.99 11/30/2007 D 8,100 (5) 01/24/2009 Common Stock 8,100 $7.99 81,068 D
Non-Qualified Stock Option (right-to-buy) $5.42 11/30/2007 D 8,100 (6) 01/24/2010 Common Stock 8,100 $5.42 72,968 D
Non-Qualified Stock Option (right-to-buy) $4.38 11/30/2007 D 8,100 (7) 01/24/2011 Common Stock 8,100 $4.38 64,868 D
Non-Qualified Stock Option (right-to-buy) $7.48 11/30/2007 D 8,100 (8) 01/24/2012 Common Stock 8,100 $7.48 56,768 D
Non-Qualified Stock Option (right-to-buy) $5.88 11/30/2007 D 8,100 (9) 01/24/2013 Common Stock 8,100 $5.88 48,668 D
Non-Qualified Stock Option (right-to-buy) $10.58 11/30/2007 D 8,100 (10) 01/23/2014 Common Stock 8,100 $10.58 40,568 D
Non-Qualified Stock Option (right-to-buy) $9.98 11/30/2007 D 40,568 (11) 04/27/2015 Common Stock 40,568 $9.98 0 D
Explanation of Responses:
1. Disposed of pursuant to the merger agreement between issuer, M&T Bank Corporation and MTB One, Inc. pursuant to which each share is being exchanged, at the election of the holder, for either $12.50 in cash or 0.142 of a share of M&T Bank Corporation common stock, subject to proration and adjustment to ensure that the aggregate consideration in the merger will be paid 50% in cash and 50% in shares of M&T Bank Corporation common stock. On November 30, 2007, the effective date of the merger, the closing price per share of M&T Bank Corporation common stock was $90.96 per share.
2. Amount of non-derivative securities beneficially owned following reported transaction(s): 0 - direct; 4,392 - indirect, by wife
3. Amount of non-derivative securities beneficially owned following reported transaction(s): 0 - direct; 0- indirect, by wife
4. This option, which provided for vesting in 4 equal annual installments beginning 1/24/1999, was cancelled in the merger in exchange for a right to receive an amount in cash (less any applicable taxes to be deducted and withheld) equal to $32,643.00, representing the excess, if any, of $12.50 over the per share exercise price of the option times the number of shares of the issuer's common stock subject to the option.
5. This option, which provided for vesting in 4 equal annual installments beginning 1/24/2000, was cancelled in the merger in exchange for a right to receive an amount in cash (less any applicable taxes to be deducted and withheld) equal to $36,531.00, representing the excess, if any, of $12.50 over the per share exercise price of the option times the number of shares of the issuer's common stock subject to the option.
6. This option, which provided for vesting in 4 equal annual installments beginning 1/24/2001 was cancelled in the merger in exchange for a right to receive an amount in cash (less any applicable taxes to be deducted and withheld) equal to $57,348.00, representing the excess, if any, of $12.50 over the per share exercise price of the option times the number of shares of the issuer's common stock subject to the option.
7. This option, which provided for vesting in 4 equal annual installments beginning 1/24/2002, was cancelled in the merger in exchange for a right to receive an amount in cash (less any applicable taxes to be deducted and withheld) equal to $65,772.00, representing the excess, if any, of $12.50 over the per share exercise price of the option times the number of shares of the issuer's common stock subject to the option.
8. This option, which provided for vesting in 4 equal annual installments beginning 1/24/2003, was cancelled in the merger in exchange for a right to receive an amount in cash (less any applicable taxes to be deducted and withheld) equal to $40,662.00, representing the excess, if any, of $12.50 over the per share exercise price of the option times the number of shares of the issuer's common stock subject to the option.
9. This option, which provided for vesting in 4 equal annual installments beginning 1/24/2004, was cancelled in the merger in exchange for a right to receive an amount in cash (less any applicable taxes to be deducted and withheld) equal to $53,622.00, representing the excess, if any, of $12.50 over the per share exercise price of the option times the number of shares of the issuer's common stock subject to the option.
10. This option, which provided for vesting in 4 equal annual installments beginning 1/23/2005, was cancelled in the merger in exchange for a right to receive an amount in cash (less any applicable taxes to be deducted and withheld) equal to $15,552.00, representing the excess, if any, of $12.50 over the per share exercise price of the option times the number of shares of the issuer's common stock subject to the option.
11. This option, which provided for vesting in 5 equal annual installments beginning 4/27/2006, was cancelled in the merger in exchange for a right to receive an amount in cash (less any applicable taxes to be deducted and withheld) equal to $102,231.36, representing the excess, if any, of $12.50 over the per share exercise price of the option times the number of shares of the issuer's common stock subject to the option.
Remarks:
/s/ Robert W. Allen, by Amie Estrella pursuant to Power of Attorney 12/03/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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