SEC Form 4 · accession 0001179110-15-014416

CITY NATIONAL CORP · CYN

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

Reporting owner

Brian Fitzmaurice

Officer — EVP & Chief Credit Officer

Period of report

Nov 2, 2015

Accepted (ET)

Nov 3, 2015 · 9:43 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,F2	Nov 2, 2015	D	45,499	—	D	0	D
Common Stock^F3	Nov 2, 2015	D	1,658	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F5,F4	$75.06	Nov 2, 2015	D	5,500	D	—	Feb 20, 2016	Common Stock	5,500	D
Stock Option (Right to Buy)^F5,F4	$74.79	Nov 2, 2015	D	6,936	D	—	Feb 19, 2017	Common Stock	6,936	D
Stock Option (Right to Buy)^F5,F4	$65.85	Nov 2, 2015	D	9,705	D	—	Oct 23, 2017	Common Stock	9,705	D
Stock Option (Right to Buy)^F5,F4	$54.88	Nov 2, 2015	D	10,138	D	—	Feb 26, 2018	Common Stock	10,138	D
Stock Option (Right to Buy)^F5,F4	$50.17	Nov 2, 2015	D	11,008	D	—	Mar 3, 2020	Common Stock	11,008	D
Stock Option (Right to Buy)^F5,F4	$51.07	Nov 2, 2015	D	17,000	D	—	Sep 21, 2020	Common Stock	17,000	D
Stock Option (Right to Buy)^F5,F4	$60.89	Nov 2, 2015	D	17,000	D	—	Feb 15, 2021	Common Stock	17,000	D
Cash Settled Restricted Stock Units^F7,F6	$0.00	Nov 2, 2015	D	804	D	—	—	Common Stock	804	D
Stock Option (Right to Buy)^F5,F4	$46.66	Nov 2, 2015	D	12,469	D	—	Feb 21, 2022	Common Stock	12,469	D
Cash Settled Restricted Stock Units^F7,F6	$0.00	Nov 2, 2015	D	1,010	D	—	—	Comon Stock	1,010	D
Stock Option (Right to Buy)^F5,F4	$55.73	Nov 2, 2015	D	11,503	D	—	Feb 26, 2023	Common Stock	11,503	D
Stock Option (Right to Buy)^F5,F4	$73.52	Nov 2, 2015	D	7,813	D	—	Feb 25, 2024	Common Stock	7,813	D
Stock Option (Right to Buy)^F8,F4	$90.48	Nov 2, 2015	D	6,432	D	—	Feb 24, 2025	Common Stock	6,432	D
Stock Fund Units (EDCP)^F10,F9	—	Nov 2, 2015	D	2,044	D	—	—	Common Stock	2,044	D

Explanation of responses

F1On 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.
F10In 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.
F2Includes 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.
F3In 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.
F4Stock options vest at the rate of 25% per year, on each of the first four anniversaries of the grant date.
F5In 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.
F6Each 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.
F7In 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.
F8In 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.
F9These 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.