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^*

Callahan Daniel D.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. Vice President & CCO

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

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	05/15/2018		S		3,000	D	$65.0898⁽¹⁾	27,257	D
Common Stock	07/16/2018		M		5,951	A	$30.5732	33,231	D
Common Stock	07/16/2018		M		4,360	A	$36.6268	37,591	D
Common Stock	07/16/2018		M		3,929	A	$35.4001	41,520	D
Common Stock	07/16/2018		M		2,603	A	$35.7189	44,123	D
Common Stock	07/16/2018		F		3,208	D	$68.48	40,915	D
Common Stock	07/16/2018		D		8,379	D	$68.48	32,536	D
Common Stock	07/17/2018		S		5,000	D	$68.8308⁽²⁾	27,536	D
Common Stock								6,972	I	401(k)
Common Stock								314	I	Exec Comp Plan

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	$30.5732	07/16/2018		M			5,951	04/17/2014⁽³⁾	04/17/2023	Common Stock	5,951	$0	0	D
Stock Appreciation Rights	$36.6268	07/16/2018		M			4,360	01/27/2015⁽⁴⁾	01/27/2024	Common Stock	4,360	$0	0	D
Stock Appreciation Rights	$35.4001	07/16/2018		M			3,929	01/27/2016⁽⁵⁾	01/27/2025	Common Stock	3,929	$0	1,310	D
Stock Appreciation Rights	$35.7189	07/16/2018		M			2,603	01/27/2017⁽⁶⁾	01/27/2026	Common Stock	2,603	$0	2,603	D

Explanation of Responses:

1. Sale prices ranged from $65.08 to $65.0923.

2. Sale prices ranged from $68.80 to $68.865.

3. This stock appreciation right vests in four equal annual installments beginning on April 17, 2014.

4. The stock appreciation rights vest in four equal annual installments beginning January 27, 2015.

5. The stock appreciation rights vest in four equal annual installments beginning January 27, 2016.

6. The stock appreciation right vests in four equal annual installments beginning January 27, 2017.

	By Jeffery D. Aberdeen For: Daniel D. Callahan	07/18/2018
	** 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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