SEC Form 4 · accession 0001179110-15-004132

CITY NATIONAL CORP · CYN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Russell D Goldsmith

Officer — Chairman, President and CEO · Director

Period of report

Feb 27, 2015

Accepted (ET)

Mar 3, 2015 · 7:32 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000201461

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 27, 2015	M	19,100	$68.98	A	21,138	D
Common Stock^F2,F1	Feb 27, 2015	S	19,100	$90.60	D	2,038	D
Common Stock^F1	Feb 27, 2015	M	5,046	$0.00	A	7,084	D
Common Stock^F1	Feb 27, 2015	D	5,046	$90.37	D	2,038	D
Common Stock^F1	Mar 2, 2015	M	15,000	$68.98	A	17,038	D
Common Stock^F3,F1	Mar 2, 2015	S	15,000	$90.13	D	2,038	D
Common Stock	holding	—	—		—	327,931	I	By the Russell Goldsmith Trust
Common Stock	holding	—	—		—	7,985	I	As Trustee of the ELM 2006 Charitable Annuity Lead Trust
Common Stock	holding	—	—		—	2,860,000	I	By the Goldsmith Family Partnership
Common Stock	holding	—	—		—	244,930	I	By Maple Pine Limited Partnership
Common Stock	holding	—	—		—	4,134	I	As Trustee of the Brian Goldsmith 1985 Trust
Common Stock	holding	—	—		—	2,912	I	As Trustee of the Kathryn Goldsmith 1985 Trust
Common Stock	holding	—	—		—	76,222	I	By B.A. Quintet, LLC
Common Stock	holding	—	—		—	8	I	As Trustee of the West LA Investment Trust No. 1-R
Common Stock^F1	holding	—	—		—	2,994	I	By CNC Profit Sharing Plan
Common Stock	holding	—	—		—	82,405	I	As Trustee of the Grove Trust II
Common Stock^F4	holding	—	—		—	750	I	By Nate Mack L.L.C.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Options (Right to Buy)^F5	$68.98	Feb 27, 2015	M	19,100	D	—	Mar 10, 2015	Common Stock	19,100	22,900	D
Cash Settled Restricted Stock Units^F6	$0.00	Feb 27, 2015	M	5,046	D	—	—	Common Stock	5,046	15,141	D
Employee Stock Options (Right to Buy)^F5	$68.98	Mar 2, 2015	M	15,000	D	—	Mar 10, 2015	Common Stock	15,000	7,900	D

Explanation of responses

F1Includes 2,994 shares held in the reporting person's City National Corporation Profit Sharing Plan as of February 27, 2015.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.56 to $90.71, inclusive. The reporting person undertakes to provide to City National Corporation, any security holder of City National Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote (2) to this Form 4.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.07 to $90.24, inclusive. The reporting person undertakes to provide to City National Corporation, any security holder of City National Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote (2) to this Form 4.
F4The 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.
F5The stock options vested in four equal installments beginning March 11, 2006.
F6Each cash-settled restricted stock unit is valued upon vesting based on the value of one (1) share of City National Corporation common stock and settles in cash on each vesting date. The cash-settled restricted stock units vest in four equal installments annually beginning on February 27, 2015.