0001179110-15-014420.txt : 20151103 0001179110-15-014420.hdr.sgml : 20151103 20151103214419 ACCESSION NUMBER: 0001179110-15-014420 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: GOLDSMITH RUSSELL D CENTRAL INDEX KEY: 0001207188 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10521 FILM NUMBER: 151195347 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 0001207188 GOLDSMITH RUSSELL D 400 N. ROXBURY DRIVE BEVERLY HILLS CA 90210 1 1 0 0 Chairman, President and CEO Common Stock 2015-11-02 4 D 0 1945 D 0 D Common Stock 2015-11-02 4 D 0 3029 D 0 D Common Stock 2015-11-02 4 D 0 2860000 D 0 I By the Goldsmith Family Partnership Common Stock 2015-11-02 4 D 0 328024 D 0 I By the Russell Goldsmith Trust Common Stock 2015-11-02 4 D 0 3235 D 0 I As Trustee of the ELM 2006 Charitable Annuity Lead Trust Common Stock 2015-11-02 4 D 0 2912 D 0 I As Trustee of the Kathryn Goldsmith 1985 Trust Common Stock 2015-11-02 4 D 0 4134 D 0 I As Trustee of the Brian Goldsmith 1985 Trust Common Stock 2015-11-02 4 D 0 76222 D 0 I By B.A. Quintet, LLC Common Stock 2015-11-02 4 D 0 244930 D 0 I By Maple Pine Limited Partnership Common Stock 2015-11-02 4 D 0 82405 D 0 I As Trustee of the Grove Trust II Common Stock 2015-11-02 4 D 0 8 D 0 I As Trustee of the West LA Investment Trust No. 1-R Common Stock 2015-11-02 4 D 0 750 D 0 I By Nate Mack L.L.C. Stock Option (Right to Buy) 75.87 2015-11-02 4 D 0 46196 D 2016-03-02 Common Stock 46196 0 D Stock Option (Right to Buy) 64.08 2015-11-02 4 D 0 30157 D 2016-07-13 Common Stock 30157 0 D Stock Option (Right to Buy) 74.79 2015-11-02 4 D 0 66840 D 2017-02-19 Common Stock 66840 0 D Stock Option (Right to Buy) 72.51 2015-11-02 4 D 0 30432 D 2017-07-24 Common Stock 30432 0 D Stock Option (Right to Buy) 54.88 2015-11-02 4 D 0 95297 D 2018-02-26 Common Stock 95297 0 D Stock Option (Right to Buy) 50.39 2015-11-02 4 D 0 22506 D 2018-07-22 Common Stock 22506 0 D Stock Option (Right to Buy) 50.17 2015-11-02 4 D 0 82561 D 2020-03-03 Common Stock 82561 0 D Restricted Stock Unit 2015-11-02 4 D 0 28403 D Common Stock 28403 0 D Stock Option (Right to Buy) 50.88 2015-11-02 4 D 0 23923 D 2020-07-20 Common Stock 23923 0 D Stock Option (Right to Buy) 60.89 2015-11-02 4 D 0 69146 D 2021-02-15 Common Stock 69146 0 D Restricted Stock Unit 2015-11-02 4 D 0 21678 D Common Stock 21678 0 D Stock Option (Right to Buy) 53.68 2015-11-02 4 D 0 85531 D 2021-07-19 Common Stock 85531 0 D Restricted Stock Unit 2015-11-02 4 D 0 15625 D Common Stock 15625 0 D Restricted Stock Unit 2015-11-02 4 D 0 11860 D Common Stock 11860 0 D Restricted Stock Unit 2015-11-02 4 D 0 11500 D Common Stock 11500 0 D Restricted Stock Unit 2015-11-02 4 D 0 11549 D Common Stock 11549 0 D Restricted Stock Unit 2015-11-02 4 D 0 16710 D Common Stock 16710 0 D Restricted Stock Unit 2015-11-02 4 D 0 21411 D Common Stock 21411 0 D Cash Settled Restricted Stock Unit 2015-11-02 4 D 0 11282 D Common Stock 11282 0 D Cash Settled Restricted Stock Unit 2015-11-02 4 D 0 15141 D Common Stock 15141 0 D Cash Settled Restricted Stock Unit 2015-11-02 4 D 0 15302 D Common Stock 15302 0 D Cash Settled Restricted Stock Unit 2015-11-02 4 D 0 13539 D Common Stock 13539 0 D Stock Fund Units (SERP) 2015-11-02 4 D 0 179464 D Common Stock 179464 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 these shares of City National common stock were converted into the right to receive the per share stock consideration. 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 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. 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 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 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. The 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. 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. /s/ Corinna Cherian, Attorney-in-Fact 2015-11-03