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*
MCDONALD EUGENE J

(Last) (First) (Middle)
ONE COMMERCE SQUARE

(Street)
MEMPHIS TN 38150

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NATIONAL COMMERCE FINANCIAL CORP [ NCF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
CHAIRMAN
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2003
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)
Code V Amount (A) or (D) Price
COMMON STOCK 09/19/2003 M 3,675 A $17.3214 23,158 D
COMMON STOCK 09/19/2003 F 2,426 D $26.24 20,732 D
COMMON STOCK 09/19/2003 M 24,500 A $12.8827 45,232 D
COMMON STOCK 09/19/2003 F 12,029 D $26.24 33,203 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $12.8827 09/19/2003 M 24,500 04/15/1997 04/15/2007 COMMON STOCK 24,500 $0 0 D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $17.3214 09/19/2003 M 3,675 04/18/2000 04/18/2010 COMMON STOCK 3,675 $0 0 D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $26.24 09/19/2003 A 12,029 09/19/2003 04/15/2007 COMMON STOCK 12,029 $0 12,029 D
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $26.24 09/19/2003 A 2,426 09/19/2003 04/18/2010 COMMON STOCK 2,426 $0 2,426 D
PHANTOM STOCK(1) $0 09/22/2003 I 38 01/01/2004(2) 01/01/2004 COMMON STOCK 38 $25.8 40,247 D
Explanation of Responses:
1. PURSUANT TO ISSUER'S DIRECTOR FEE DEFERRAL PLAN.
2. PAYABLE IN CASH ON EXERCISE DATE.
NAUDAIN L. MACHEN ATTORNEY IN FACT 09/23/2003
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.