Bank of New York Mellon : Statement of Changes in Beneficial Ownership

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 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

1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

Santomassimo Michael P.

Bank of New York Mellon Corp [ BK ]

_____ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

__X__ Officer (give title below) _____ Other (specify below)

240 GREENWICH STREET

10/25/2019

Sr. Exec.VP & CFO

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK, NY 10286

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

10/25/2019

F

1629 (1)

D

$46.38

52303

D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans. Code

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

(Instr. 8)

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Following

Direct (D)

Date

Expiration

Title

Amount or Number of

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Shares

Transaction(s)

(I) (Instr.

(Instr. 4)

4)

Explanation of Responses:

1. Shares withheld in payment of tax liability incident to vesting of previously disclosed Restricted Stock Unit awards.

Remarks:

Exhibit 24 - Power of Attorney

Reporting Owners

Reporting Owner Name / Address				Relationships
Director	10% Owner	Officer	Other
Santomassimo Michael P.
240 GREENWICH STREET					Sr. Exec.VP & CFO
NEW YORK, NY 10286
Signatures
/s/ Blair F. Petrillo, Attorney-in-Fact	10/29/2019
**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 control number.

Exhibit 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Kevin McCarthy, James J. Killerlane, III, Bennett E. Josselsohn, and Blair F. Petrillo and each of them, the undersigned's true and lawful attorneys-in-fact for and in the undersigned's name, place and stead to:

1. prepare, execute, and file with the Securities and Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE") and The Bank of New York Mellon Corporation (the "Company"), for and on behalf of the undersigned, pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, such statements regarding the undersigned's beneficial ownership of securities of the Company as required by law; and
2. prepare, execute and file with the SEC, the NYSE and the Company, for and on behalf of the undersigned, one or more Notices of Proposed Sale of Securities on Form 144 relating to the sale of shares of common stock of the Company; and
3. do and perform any and all acts, for and on behalf of the undersigned,which may be necessary or desirable for the preparation and timely filing of any such reports or documents with the SEC, the NYSE and any other authority; and
4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

Said attorneys-in-fact and each of them shall have full power and authority to do and perform, in the name and on behalf of the undersigned, each and every act and thing whatsoever requisite, necessary or proper to

be done in connection with any of the above as fully as the undersigned might or could do if personally present,the undersigned hereby ratifying and confirming all that said attorneys-in-fact and each of them may lawfully do or cause to be done by virtue hereof of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 13th day of June, 2019.

/s/ Michael P. Santomassimo

- - - - - - - - - - - - - - - -

Michael P. Santomassimo