SEC Form 4 · accession 0001179110-15-014417

CITY NATIONAL CORP · CYN

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

Reporting owner

Christopher J Warmuth

Officer — EVP of Issuer; Pres. of Sub · Director

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	D/I	Nature of ownership
Common Stock^F1,F2	Nov 2, 2015	D	17,240	—	D	D
Common Stock^F1	Nov 2, 2015	D	32,464	—	D	I	By Family Trust
Common Stock^F3	Nov 2, 2015	D	6,079	—	D	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	$75.87	Nov 2, 2015	D	16,684	D	—	Mar 2, 2016	Common Stock	16,684	D
Stock Option (Right to Buy)^F5,F4	$74.79	Nov 2, 2015	D	19,416	D	—	Feb 19, 2017	Common Stock	19,416	D
Stock Option (Right to Buy)^F5,F4	$54.88	Nov 2, 2015	D	29,400	D	—	Feb 26, 2018	Common Stock	29,400	D
Stock Option (Right to Buy)^F5,F4	$23.68	Nov 2, 2015	D	54,688	D	—	Mar 5, 2019	Common Stock	54,688	D
Stock Option (Right to Buy)^F5,F4	$50.17	Nov 2, 2015	D	35,342	D	—	Mar 3, 2020	Common Stock	35,342	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	12,159	D	—	—	Common Stock	12,159	D
Restricted Stock Unit^F7,F11	—	Nov 2, 2015	D	24,635	D	—	—	Common Stock	24,635	D
Stock Option (Right to Buy)^F5,F4	$60.89	Nov 2, 2015	D	20,953	D	—	Feb 15, 2021	Common Stock	20,953	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	4,171	D	—	—	Common Stock	4,171	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	4,854	D	—	—	Common Stock	4,854	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	6,606	D	—	—	Common Stock	6,606	D
Cash Settled Restricted Stock Units^F9,F8	—	Nov 2, 2015	D	2,679	D	—	—	Common Stock	2,679	D
Stock Option (Right to Buy)^F5,F4	$46.66	Nov 2, 2015	D	41,563	D	—	Feb 21, 2022	Common Stock	41,563	D
Cash Settled Restricted Stock Units^F9,F8	—	Nov 2, 2015	D	3,702	D	—	—	Common Stock	3,702	D
Stock Option (Right to Buy)^F5,F4	$55.73	Nov 2, 2015	D	42,178	D	—	Feb 26, 2023	Common Stock	42,178	D
Stock Option (Right to Buy)^F5,F4	$73.52	Nov 2, 2015	D	28,646	D	—	Feb 25, 2024	Common Stock	28,646	D
Stock Option (Right to Buy)^F10,F4	$90.48	Nov 2, 2015	D	23,585	D	—	Feb 24, 2025	Common Stock	23,585	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, 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.
F11Each restricted stock unit represented a contingent right to receive one share of City National common stock. This award provided for vesting of 50% five years after the grant date and 50% six years after the grant date. Vested restricted stock units convert and are distributed at least six months after termination of employment
F2Includes 3,599 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 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
F7In 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.
F8Each 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.
F9In 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.