0001179110-15-014418.txt : 20151103 0001179110-15-014418.hdr.sgml : 20151103 20151103214339 ACCESSION NUMBER: 0001179110-15-014418 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: CAREY CHRISTOPHER J CENTRAL INDEX KEY: 0001191639 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10521 FILM NUMBER: 151195345 MAIL ADDRESS: STREET 1: C/O CITY NATIONAL CORP., GENERAL COUNSEL STREET 2: 555 S. FLOWER STREET, 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 0001191639 CAREY CHRISTOPHER J 400 NORTH ROXBURY DRIVE BEVERLY HILLS CA 90210 0 1 0 0 EVP & Chief Financial Officer Common Stock 2015-11-02 4 D 0 49268 D 0 D Common Stock 2015-11-02 4 D 0 5526 D 0 D Stock Option (Right to Buy) 75.87 2015-11-02 4 D 0 13604 D 2016-03-02 Common Stock 13604 0 D Stock Option (Right to Buy) 74.79 2015-11-02 4 D 0 15256 D 2017-02-19 Common Stock 15256 0 D Stock Option (Right to Buy) 54.88 2015-11-02 4 D 0 24331 D 2018-02-26 Common Stock 24331 0 D Stock Option (Right to Buy) 50.17 2015-11-02 4 D 0 30997 D 2020-03-03 Common Stock 30997 0 D Restricted Stock Unit 2015-11-02 4 D 0 10664 D Common Stock 10664 0 D Restricted Stock Unit 2015-11-02 4 D 0 24635 D Common Stock 24635 0 D Stock Option (Right to Buy) 60.89 2015-11-02 4 D 0 18334 D 2021-02-15 Common Stock 18334 0 D Restricted Stock Unit 2015-11-02 4 D 0 7500 D Common Stock 7500 0 D Restricted Stock Unit 2015-11-02 4 D 0 4000 D Common Stock 4000 0 D Restricted Stock Unit 2015-11-02 4 D 0 3401 D Common Stock 3401 0 D Restricted Stock Unit 2015-11-02 4 D 0 3814 D Common Stock 3814 0 D Restricted Stock Unit 2015-11-02 4 D 0 5467 D Common Stock 5467 0 D Cash Settled Restricted Stock Units 2015-11-02 4 D 0 2411 D Common Shares 2411 0 D Stock Option (Right to Buy) 46.66 2015-11-02 4 D 0 37406 D 2022-02-21 Common Stock 37406 0 D Cash Settled Restricted Stock Units 2015-11-02 4 D 0 3365 D Common Stock 3365 0 D Stock Option (Right to Buy) 55.73 2015-11-02 4 D 0 38344 D 2023-02-26 Common Stock 38344 0 D Stock Option (Right to Buy) 73.52 2015-11-02 4 D 0 26042 D 2024-02-25 Common Stock 26042 0 D Stock Option (Right to Buy) 90.48 2015-11-02 4 D 0 21441 D 2025-02-24 Common Stock 21441 0 D Stock Fund Units (EDCP) 2015-11-02 4 D 0 18238 D Common Stock 18238 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 8,615 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 Option vest at a 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 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. In 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. 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. The 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 invested in RBC common shares on the terms specified in the Merger Agreement. Each 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. /s/ Christopher J. Carey 2015-11-03