FISI Financial Institutions Inc

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Zupan Mark (Last) (First) (Middle) 220 LIBERTY STREET (Street) WARSAW NY 14569 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FINANCIAL INSTITUTIONS INC [ FISI ]	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) 06/05/2024
	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	06/05/2024		A		2,001	A	$0	9,025	D
Common Stock	06/05/2024		A		392	A	$17.49	9,417	D

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

Explanation of Responses:

	SANDRA L. BYERS By Power of Attorney from Mark A. Zupan	06/07/2024
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

---

 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

The undersigned hereby constitutes and appoints each of Michael D. Grover, Sandra L. Byers and William Jack Plants II as the undersigned’s true and lawful attorney-in-fact, and grants each of them full power to act on behalf of the undersigned and in the undersigned’s name, place and stead, for the purpose of completing and signing, on behalf of the undersigned, any Form 3, Form 4 or Form 5 (including any amendments thereto) required or permitted to be filed by the undersigned pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with regard to the undersigned’s holdings of or transactions in the securities of Financial Institutions, Inc., and to file such forms (and amendments thereto) with the Securities and Exchange Commission, and to do and perform each and every act and thing requisite or necessary to be done in connection with such forms (and amendments thereto,) as fully and to all intents and purposes as the undersigned might or could do in person.

The authority of Michael D. Grover, Sandra L. Byers and William Jack Plants II under this Limited Power of Attorney shall continue until the undersigned is no longer required to file forms under Section 16(a) of the Exchange Act with regard to the undersigned’s holdings of or transactions in the securities of Financial Institutions, Inc., unless earlier revoked by the undersigned in writing.

The undersigned acknowledges that Michael D. Grover, Sandra L. Byers and William Jack Plants II are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

/s/ Mark A. Zupan

Signature

Name: Mark A. Zupan

Date: May 22, 2024

---

---

 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

The undersigned hereby constitutes and appoints each of Michael D. Grover, Sandra L. Byers and William Jack Plants II as the undersigned’s true and lawful attorney-in-fact, and grants each of them full power to act on behalf of the undersigned and in the undersigned’s name, place and stead, for the purpose of completing and signing, on behalf of the undersigned, any Form 3, Form 4 or Form 5 (including any amendments thereto) required or permitted to be filed by the undersigned pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with regard to the undersigned’s holdings of or transactions in the securities of Financial Institutions, Inc., and to file such forms (and amendments thereto) with the Securities and Exchange Commission, and to do and perform each and every act and thing requisite or necessary to be done in connection with such forms (and amendments thereto,) as fully and to all intents and purposes as the undersigned might or could do in person.

The authority of Michael D. Grover, Sandra L. Byers and William Jack Plants II under this Limited Power of Attorney shall continue until the undersigned is no longer required to file forms under Section 16(a) of the Exchange Act with regard to the undersigned’s holdings of or transactions in the securities of Financial Institutions, Inc., unless earlier revoked by the undersigned in writing.

The undersigned acknowledges that Michael D. Grover, Sandra L. Byers and William Jack Plants II are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

/s/ Mark A. Zupan

Signature

Name: Mark A. Zupan

Date: May 22, 2024

---

---