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4//SEC Filing

CITY NATIONAL CORP 4

Accession 0001179110-15-014420

CIK 0000201461operating
View on SEC.govCompany Profile

Filed

Nov 2, 7:00 PM ET

Accepted

Nov 3, 9:44 PM ET

Size

71.4 KB

Accession

0001179110-15-014420

Insider Transaction Report

Form 4
Period: 2015-11-02
CITY NATIONAL CORPCYN
GOLDSMITH RUSSELL D
DirectorPresident and CEO10% Owner
Transactions
  • Disposition to Issuer

    Common Stock

    2015-11-02−328,024→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-11-02−3,235→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−46,196→ 0 total
    Exercise: $75.87Exp: 2016-03-02→ Common Stock (46,196 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−66,840→ 0 total
    Exercise: $74.79Exp: 2017-02-19→ Common Stock (66,840 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−95,297→ 0 total
    Exercise: $54.88Exp: 2018-02-26→ Common Stock (95,297 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−82,561→ 0 total
    Exercise: $50.17Exp: 2020-03-03→ Common Stock (82,561 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−69,146→ 0 total
    Exercise: $60.89Exp: 2021-02-15→ Common Stock (69,146 underlying)
  • Disposition to Issuer

    Common Stock

    2015-11-02−3,029→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-11-02−76,222→ 0 total(indirect: By LLC)
  • Disposition to Issuer

    Restricted Stock Unit

    2015-11-02−28,403→ 0 total
    → Common Stock (28,403 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−23,923→ 0 total
    Exercise: $50.88Exp: 2020-07-20→ Common Stock (23,923 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2015-11-02−11,860→ 0 total
    → Common Stock (11,860 underlying)
  • Disposition to Issuer

    Common Stock

    2015-11-02−4,134→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-11-02−750→ 0 total(indirect: By Nate Mack L.L.C.)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−30,157→ 0 total
    Exercise: $64.08Exp: 2016-07-13→ Common Stock (30,157 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2015-11-02−21,678→ 0 total
    → Common Stock (21,678 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2015-11-02−15,625→ 0 total
    → Common Stock (15,625 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2015-11-02−21,411→ 0 total
    → Common Stock (21,411 underlying)
  • Disposition to Issuer

    Stock Fund Units (SERP)

    2015-11-02−179,464→ 0 total
    → Common Stock (179,464 underlying)
  • Disposition to Issuer

    Common Stock

    2015-11-02−2,912→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Restricted Stock Unit

    2015-11-02−11,500→ 0 total
    → Common Stock (11,500 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2015-11-02−16,710→ 0 total
    → Common Stock (16,710 underlying)
  • Disposition to Issuer

    Cash Settled Restricted Stock Unit

    2015-11-02−11,282→ 0 total
    → Common Stock (11,282 underlying)
  • Disposition to Issuer

    Common Stock

    2015-11-02−8→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−30,432→ 0 total
    Exercise: $72.51Exp: 2017-07-24→ Common Stock (30,432 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−22,506→ 0 total
    Exercise: $50.39Exp: 2018-07-22→ Common Stock (22,506 underlying)
  • Disposition to Issuer

    Common Stock

    2015-11-02−1,945→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-11-02−2,860,000→ 0 total(indirect: By Partnership)
  • Disposition to Issuer

    Common Stock

    2015-11-02−244,930→ 0 total(indirect: By Partnership)
  • Disposition to Issuer

    Common Stock

    2015-11-02−82,405→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Cash Settled Restricted Stock Unit

    2015-11-02−15,302→ 0 total
    → Common Stock (15,302 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-11-02−85,531→ 0 total
    Exercise: $53.68Exp: 2021-07-19→ Common Stock (85,531 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2015-11-02−11,549→ 0 total
    → Common Stock (11,549 underlying)
  • Disposition to Issuer

    Cash Settled Restricted Stock Unit

    2015-11-02−13,539→ 0 total
    → Common Stock (13,539 underlying)
  • Disposition to Issuer

    Cash Settled Restricted Stock Unit

    2015-11-02−15,141→ 0 total
    → Common Stock (15,141 underlying)
Footnotes (12)
  • [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 these shares of City National common stock were converted into the right to receive the per share stock consideration.
  • [F10]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 after January 22, 2015 that was outstanding immediately prior to the effective time of the merger was converted automatically into a cash-settled restricted stock unit award of RBC on the terms specified in the Merger Agreement.
  • [F11]The Stock Fund Units were acquired under the Supplemental Executive Retirement Plan (SERP) 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.
  • [F12]In accordance with the terms of the Merger Agreement at the effective time of the merger, the Stock Fund Units shall be invested in RBC common shares on the terms specified in the Merger Agreement.
  • [F2]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 share of City National common stock outstanding immediate prior to the effective time of merger, was converted into the right to receive the merger consideration. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities, for purposes of Section 16 or for any other purpose.
  • [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 restricted stock unit represented a contingent right to receive one share of City National common stock. Restricted stock units vest annually in four equal installments beginning on the second anniversary of the grant date. Vested restricted stock units convert and are distributed at least six months after termination of employment.
  • [F7]In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National 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 a restricted stock unit award of RBC on the terms specified in the Merger Agreement.
  • [F8]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.
  • [F9]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.

Documents

1 file

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, 9:44 PM ET
Size
71.4 KB
View on SEC.gov