0001179110-15-014416.txt : 20151103 0001179110-15-014416.hdr.sgml : 20151103 20151103214302 ACCESSION NUMBER: 0001179110-15-014416 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151102 FILED AS OF DATE: 20151103 DATE AS OF CHANGE: 20151103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CITY NATIONAL CORP CENTRAL INDEX KEY: 0000201461 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 952568550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 N ROXBURY DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3108886000 MAIL ADDRESS: STREET 1: 400 N ROXBURY DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fitzmaurice Brian CENTRAL INDEX KEY: 0001354183 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10521 FILM NUMBER: 151195343 MAIL ADDRESS: STREET 1: C/O CITY NATIONAL CORPORATION STREET 2: 555 S. FLOWER ST., 18TH FL. CITY: LOS ANGELES STATE: CA ZIP: 90071 4 1 edgar.xml FORM 4 - X0306 4 2015-11-02 1 0000201461 CITY NATIONAL CORP CYN 0001354183 Fitzmaurice Brian CITY NATIONAL BANK 555 S. FLOWER ST., 16TH FL. LOS ANGELES CA 90071 0 1 0 0 EVP & Chief Credit Officer Common Stock 2015-11-02 4 D 0 45499 D 0 D Common Stock 2015-11-02 4 D 0 1658 D 0 D Stock Option (Right to Buy) 75.06 2015-11-02 4 D 0 5500 D 2016-02-20 Common Stock 5500 0 D Stock Option (Right to Buy) 74.79 2015-11-02 4 D 0 6936 D 2017-02-19 Common Stock 6936 0 D Stock Option (Right to Buy) 65.85 2015-11-02 4 D 0 9705 D 2017-10-23 Common Stock 9705 0 D Stock Option (Right to Buy) 54.88 2015-11-02 4 D 0 10138 D 2018-02-26 Common Stock 10138 0 D Stock Option (Right to Buy) 50.17 2015-11-02 4 D 0 11008 D 2020-03-03 Common Stock 11008 0 D Stock Option (Right to Buy) 51.07 2015-11-02 4 D 0 17000 D 2020-09-21 Common Stock 17000 0 D Stock Option (Right to Buy) 60.89 2015-11-02 4 D 0 17000 D 2021-02-15 Common Stock 17000 0 D Cash Settled Restricted Stock Units 0 2015-11-02 4 D 0 804 0 D Common Stock 804 0 D Stock Option (Right to Buy) 46.66 2015-11-02 4 D 0 12469 D 2022-02-21 Common Stock 12469 0 D Cash Settled Restricted Stock Units 0 2015-11-02 4 D 0 1010 0 D Comon Stock 1010 0 D Stock Option (Right to Buy) 55.73 2015-11-02 4 D 0 11503 D 2023-02-26 Common Stock 11503 0 D Stock Option (Right to Buy) 73.52 2015-11-02 4 D 0 7813 D 2024-02-25 Common Stock 7813 0 D Stock Option (Right to Buy) 90.48 2015-11-02 4 D 0 6432 0 D 2025-02-24 Common Stock 6432 0 D Stock Fund Units (EDCP) 2015-11-02 4 D 0 2044 D Common Stock 2044 0 D On 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. Includes 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. In 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. Stock options vest at the rate of 25% per year, on each of the first four anniversaries of the grant date. In 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. Each 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. In 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. In 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. These 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. In 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. /s/ Brian Fitzmaurice 2015-11-03