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4//SEC Filing

CITY NATIONAL CORP 4

Accession 0001179110-15-014416

CIK 0000201461operating

Filed

Nov 2, 7:00 PM ET

Accepted

Nov 3, 9:43 PM ET

Size

37.9 KB

Accession

0001179110-15-014416

Insider Transaction Report

Form 4
Period: 2015-11-02
Fitzmaurice Brian
EVP & Chief Credit Officer
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-026,9360 total
    Exercise: $74.79Exp: 2017-02-19Common Stock (6,936 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-029,7050 total
    Exercise: $65.85Exp: 2017-10-23Common Stock (9,705 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-0212,4690 total
    Exercise: $46.66Exp: 2022-02-21Common Stock (12,469 underlying)
  • Disposition to Issuer

    Stock Fund Units (EDCP)

    2015-11-022,0440 total
    Common Stock (2,044 underlying)
  • Disposition to Issuer

    Common Stock

    2015-11-0245,4990 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-025,5000 total
    Exercise: $75.06Exp: 2016-02-20Common Stock (5,500 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-0210,1380 total
    Exercise: $54.88Exp: 2018-02-26Common Stock (10,138 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-0211,5030 total
    Exercise: $55.73Exp: 2023-02-26Common Stock (11,503 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-027,8130 total
    Exercise: $73.52Exp: 2024-02-25Common Stock (7,813 underlying)
  • Disposition to Issuer

    Common Stock

    2015-11-021,6580 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-0211,0080 total
    Exercise: $50.17Exp: 2020-03-03Common Stock (11,008 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-0217,0000 total
    Exercise: $51.07Exp: 2020-09-21Common Stock (17,000 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-0217,0000 total
    Exercise: $60.89Exp: 2021-02-15Common Stock (17,000 underlying)
  • Disposition to Issuer

    Cash Settled Restricted Stock Units

    2015-11-028040 total
    Exercise: $0.00Common Stock (804 underlying)
  • Disposition to Issuer

    Cash Settled Restricted Stock Units

    2015-11-021,0100 total
    Exercise: $0.00Comon Stock (1,010 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-026,4320 total
    Exercise: $90.48Exp: 2025-02-24Common Stock (6,432 underlying)
Footnotes (10)
  • [F1]On November 2, 2015, Royal Bank of Canada (RBC) completed the previously announced merger of City National Corporation (City National) with and into RBC USA Holdco Corporation, a wholly owned subsidiary of RBC (Holdco), pursuant to the Agreement and Plan of Merger, dated January 22, 2015, by and among City National, RBC and Holdco (Merger Agreement). In accordance with the terms of the Merger Agreement, at the effective time of the merger each share of City National common stock outstanding immediately prior to the effective time of the merger, was converted into the right to receive the merger consideration. Each award of restricted shares of City National common stock granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was cancelled and converted automatically into the right to receive the merger consideration.
  • [F10]In accordance with the terms of the Merger Agreement, at the effective time of the merger, the Stock Fund Units shall be deemed to be invested in RBC common shares on the terms specified in the Merger Agreement.
  • [F2]Includes 6,332 shares of City National common stock held by Reporting Person in the City National Corporation Profit Sharing Plan as of October 31, 2015.
  • [F3]In accordance with the terms of the Merger Agreement, at the effective time of the merger, each award of restricted shares of City National common stock granted after January 22, 2015 that was outstanding immediately prior to the effective time of the merger converted into a restricted stock award of RBC common shares on the terms specified in the Merger Agreement.
  • [F4]Stock options vest at the rate of 25% per year, on each of the first four anniversaries of the grant date.
  • [F5]In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National stock option granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was converted automatically into an option to purchase RBC common shares on the terms specified in the Merger Agreement.
  • [F6]Each cash settled restricted stock unit was valued upon vesting based on the value of the one share of City National common stock. Cash settled restricted stock units vest annually in four equal installments beginning on the second anniversary of the grant date and settle in cash on the vesting date.
  • [F7]In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National cash-settled restricted stock unit award granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share cash consideration on the terms specified in the Merger Agreement.
  • [F8]In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National stock option granted after January 22, 2015 that was outstanding immediately prior to the effective time of the merger was converted automatically into an option to purchase RBC common shares on the terms specified in the Merger Agreement.
  • [F9]These Stock Fund Units were acquired under the Executive Deferred Compensation Plan (EDCP) and were deemed to be invested in City National common stock on a one-for-one basis and are generally distributed on termination, or following retirement on the date or dates specified by the reporting person.

Issuer

CITY NATIONAL CORP

CIK 0000201461

Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000201461

Filing Metadata

Form type
4
Filed
Nov 2, 7:00 PM ET
Accepted
Nov 3, 9:43 PM ET
Size
37.9 KB