SEC Form 4 · accession 0001179110-15-014420

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

Nov 2, 2015

Accepted (ET)

Nov 3, 2015 · 9:44 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	Nov 2, 2015	D	1,945	—	D	D
Common Stock^F2	Nov 2, 2015	D	3,029	—	D	D
Common Stock^F1	Nov 2, 2015	D	2,860,000	—	D	I	By the Goldsmith Family Partnership
Common Stock^F1	Nov 2, 2015	D	328,024	—	D	I	By the Russell Goldsmith Trust
Common Stock^F1	Nov 2, 2015	D	3,235	—	D	I	As Trustee of the ELM 2006 Charitable Annuity Lead Trust
Common Stock^F1	Nov 2, 2015	D	2,912	—	D	I	As Trustee of the Kathryn Goldsmith 1985 Trust
Common Stock^F1	Nov 2, 2015	D	4,134	—	D	I	As Trustee of the Brian Goldsmith 1985 Trust
Common Stock^F1	Nov 2, 2015	D	76,222	—	D	I	By B.A. Quintet, LLC
Common Stock^F1	Nov 2, 2015	D	244,930	—	D	I	By Maple Pine Limited Partnership
Common Stock^F1	Nov 2, 2015	D	82,405	—	D	I	As Trustee of the Grove Trust II
Common Stock^F1	Nov 2, 2015	D	8	—	D	I	As Trustee of the West LA Investment Trust No. 1-R
Common Stock^F3	Nov 2, 2015	D	750	—	D	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	D/I
Stock Option (Right to Buy)^F5,F4	$75.87	Nov 2, 2015	D	46,196	D	—	Mar 2, 2016	Common Stock	46,196	D
Stock Option (Right to Buy)^F5,F4	$64.08	Nov 2, 2015	D	30,157	D	—	Jul 13, 2016	Common Stock	30,157	D
Stock Option (Right to Buy)^F5,F4	$74.79	Nov 2, 2015	D	66,840	D	—	Feb 19, 2017	Common Stock	66,840	D
Stock Option (Right to Buy)^F5,F4	$72.51	Nov 2, 2015	D	30,432	D	—	Jul 24, 2017	Common Stock	30,432	D
Stock Option (Right to Buy)^F5,F4	$54.88	Nov 2, 2015	D	95,297	D	—	Feb 26, 2018	Common Stock	95,297	D
Stock Option (Right to Buy)^F5,F4	$50.39	Nov 2, 2015	D	22,506	D	—	Jul 22, 2018	Common Stock	22,506	D
Stock Option (Right to Buy)^F5,F4	$50.17	Nov 2, 2015	D	82,561	D	—	Mar 3, 2020	Common Stock	82,561	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	28,403	D	—	—	Common Stock	28,403	D
Stock Option (Right to Buy)^F5,F4	$50.88	Nov 2, 2015	D	23,923	D	—	Jul 20, 2020	Common Stock	23,923	D
Stock Option (Right to Buy)^F5,F4	$60.89	Nov 2, 2015	D	69,146	D	—	Feb 15, 2021	Common Stock	69,146	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	21,678	D	—	—	Common Stock	21,678	D
Stock Option (Right to Buy)^F5,F4	$53.68	Nov 2, 2015	D	85,531	D	—	Jul 19, 2021	Common Stock	85,531	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	15,625	D	—	—	Common Stock	15,625	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	11,860	D	—	—	Common Stock	11,860	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	11,500	D	—	—	Common Stock	11,500	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	11,549	D	—	—	Common Stock	11,549	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	16,710	D	—	—	Common Stock	16,710	D
Restricted Stock Unit^F7,F6	—	Nov 2, 2015	D	21,411	D	—	—	Common Stock	21,411	D
Cash Settled Restricted Stock Unit^F9,F8	—	Nov 2, 2015	D	11,282	D	—	—	Common Stock	11,282	D
Cash Settled Restricted Stock Unit^F9,F8	—	Nov 2, 2015	D	15,141	D	—	—	Common Stock	15,141	D
Cash Settled Restricted Stock Unit^F9,F8	—	Nov 2, 2015	D	15,302	D	—	—	Common Stock	15,302	D
Cash Settled Restricted Stock Unit^F10,F8	—	Nov 2, 2015	D	13,539	D	—	—	Common Stock	13,539	D
Stock Fund Units (SERP)^F12,F11	—	Nov 2, 2015	D	179,464	D	—	—	Common Stock	179,464	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 these shares of City National common stock were converted into the right to receive the per share stock consideration.
F10In 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.
F11The 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.
F12In 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.
F2City 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 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.
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.