SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KEMPER JONATHAN M

(Last)

(First)

(Middle)

1000 WALNUT ST., 7TH FLOOR

(Street)

KANSAS CITY

64106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMERCE BANCSHARES INC /MO/ [ CBSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2013		D		14,332⁽¹⁾	D	$0	1,200,269	D
Common Stock	04/17/2013		A		14,332⁽¹⁾	A	$0	1,214,601	D
Common Stock	04/17/2013		A		13,305	A	$0	1,227,906	D
Common Stock								35,343	I	401k
Common Stock								14,725	I	Charlotte Kemper Trs
Common Stock								33,035	I	Clb Ext Trust
Common Stock								19,647	I	David BR Kemper Extended Trust
Common Stock								13,648	I	David Br Kemper Trst
Common Stock								73,827	I	Exec Comp Plan
Common Stock								166,131	I	Irrev Trust For Self
Common Stock								0	I	Irrev Trust-children
Common Stock								64,963	I	Julie Kemper Irrev
Common Stock								19,647	I	Nicolas Kemper Extended Trust
Common Stock								14,087	I	Nicolas Kemper Trst
Common Stock								212,060	I	Tower Properties Co

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$39.02	04/17/2013		A		17,328⁽²⁾		04/17/2014	04/17/2023	Common Stock	17,328	$0	17,328	D

Explanation of Responses:

1. On April 17, 2013, the Compensation and Human Resources Committee of the Company's Board of Directors approved the cancellation of 14,332 shares of unvested restricted stock, originally granted to Jonathan M. Kemper, which were subject to service-based vesting, and the replacement of those awards with an equal number of shares of performance-contingent restricted stock. The new grant contains the same service-based vesting period as the original cancelled grant, and vesting of the new grant is also subject to to achievement of a performance target determined by the Compensation and Human Resources Committee.

2. The stock appreciation rights vest in four equal annual installments beginning April 17, 2014.

	By: Jeffery D. Aberdeen For: Jonathan M. Kemper	04/19/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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