SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 29, 2016

By E-Mail

Peter D. Fetzer , Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue, Suite 3800
Milwaukee, W I 53202

Re: Financial Institutions , Inc.
Preliminary Proxy Statement
Filed on April 26, 2016
Filed by Clover Partners, L.P. , et. al.
File No. 000-26481

Dear Mr. Fetzer :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and ci rcumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additional comments.

Preliminary Proxy S tatement
1. Please provide us your analysis of whether Mr. Mewinney and Clover Partners
Management, L.L.C. are participants in your solicitation.

We are seeking two board seats, page 3
2. We note your disclosure that you believe “…it is ridiculous that the committee spent six
weeks, and valuable time and resources, only to have the Company determine not to
appoint Mr. Guerry based on information known to it before the process had even
begun.” Revise your disclosure to clarify whether the length of the proces s was affected
by any action or inaction by you or any other partici pant in your solicitation.

Peter D. Fetzer, Esq.
Foley & Lardner LLP
April 29, 2016
Page 2

 3. We note your disclosure that you “…fear the entire evaluation process was nothing more
than a disingenuous attempt to make shareholders believe FISI went through  a good faith
vetting process. ” Note that you must a void issuing statements that directly or indirectly
impugn the character, integrity or personal reputation or make charges of illegal,
improper or immoral conduct without factual foundation.  Provide us s upplementally, or
disclose , the factua l foundation for your assertion . In this regard, note that the factua l
foundation for such assertion  must be reasonable.  Refer to Rule 14a -9.
4. Each statement or assertion of opinion or belief must be clearly characteri zed as such,
and a reasonable factual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.   We note the following examp les that must be
supported:
 That Mr. Guerry runs “one of the most successful  bank focused hedge funds in the
country.”
 That your performance in 2015 “ranked in the top 5% of all hedge funds.”
5. We note your disclosure that “the directors the Company holds up  as qualified and skilled
have overseen the destruction of almost $24 million of shareholders’ tangible common
equity…” Please revise to clarify that not all of the company’s nominees have served as
directors during the time period you  suggest.
6. We note you r disclosure that in communications you assert took place between the
company and large shareholders “by implication” the company assessed whether the
shareholders would support the company’s board in a proxy contest. With a view toward
revised disclosure,  please tell us the basis for you conclusion that the company sought a
view on the shareholders’ position in a potential contest. We note you make this and
similar statements throughout the proxy statement.
7. Please provide us support for your disclosure tha t the company provided you a variety of
conditions that were both broad and vague in connection with the possibility of a dding a
director to the board.
8. Revise your disclosure to explain why you believe that “logic would suggest that a loss
by [your] candid ates would result in an unfavorable reaction in the stock price .”
9. On a related note, and as noted in our prior comment letter, be advised that t he inclusion
of valuations in proxy materials is only appropriate and consonant with Rule 14a -9 when
made in good faith and on a reasonable basis. Valuation information must therefore be
accompanied by disclosure which facilitates securityholders’ understa nding of the basis
for and limitations of the valuation information. If you choose to continue using similar
language in your soliciting materials, you must include supporting disclosure of the kind
described in Exchange Act Release No. 16833  (May 23, 1980 ).

Peter D. Fetzer, Esq.
Foley & Lardner LLP
April 29, 2016
Page 3

 Background of the Solicitation, page 7
10. Please revise the entry for April 6, 2016 to disclose whether the company proposed
settle ment terms.

How to Vote by Proxy, page 10
11. Revise your disclosure to explain why you vote proxy cards submitted without
instructions against the proposal to approve the company’ s executive compensation.
12. Please tell us, with a view toward revised disclosure, why you include a proposal to
adjourn the meeting in your proxy statement. We note that the company has not included
such a proposal in its proxy statement or proxy card. Apply this comment to the proxy
card also. We may have further comment.

Voting and Voting Procedures, page 11
13. Revise your disclosure to describe the effect of NYSE Rule 452 on brokers’ ability to
vote share s as to which they receive n o instructions.
14. Revise the third paragraph on page 12 to describe the vote required in proposals 2 and 3
in the same way as described by the company. Alternatively, tell us why your disclosure
is correct.

Other Matters, page 15
15. Please revise your disclosure to ensure you refer to 2017 annual meeti ng in clause 12, as
necessary.

Additional Information, page 15
16. Please delete your inappropriate disclaimer of responsibility for the accuracy or
completeness of your own disclosure.

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions