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*
HILL VERNON W II

(Last) (First) (Middle)
1701 ROUTE 70 EAST

(Street)
CHERRY HILL NJ 08034

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMMERCE BANCORP INC /NJ/ [ CBH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, CEO & President
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2003
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 12/09/2003 M 126,622 A $4.39 0 D
Common Stock(1) 12/09/2003 F 87,287 D $53.5 419,684 D
Common Stock 105,296 D(2)
Common Stock 43,936 I By wife
Common Stock 35,748 I InterArch
Common Stock 154,904 I InterArch PS Plan
Common Stock 122,786 I Hill Family Trust
Common Stock 111,688 I Hill Foundation
Common Stock 143,633 I J.V. Properties
Common Stock 145,542 I S.J. Dining
Common Stock 148,666 I U.S. Restaurants
Common Stock 103,680 I Site Development
Common Stock 4,410 I Galloway National Golf
Common Stock(3) 36,641 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
Right to Buy(4) $4.39 12/09/2003 M 126,622 12/31/1994 12/31/2003 Common Stock 0 (4) 0 D
Right to Buy(4) $5.87 01/02/1996 01/02/2005 Common Stock 100,496 100,496 D
Right to Buy(4) $6.89 01/02/1997 01/02/2006 Common Stock 95,712 95,712 D
Right to Buy(4) $9.57 12/18/1997 12/18/2006 Common Stock 303,874 303,874 D
Right to Buy(4) $16.1 12/16/1998 12/16/2007 Common Stock 289,396 289,396 D
Right to Buy(4) $20.3 06/29/1999 06/29/2008 Common Stock 275,620 275,620 D
Right to Buy(4) $21.85 12/15/1999 12/15/2008 Common Stock 220,496 220,496 D
Right to Buy(4) $19.28 12/21/2000 12/21/2009 Common Stock 209,998 209,998 D
Right to Buy(4) $30.6 01/31/2002 01/31/2001 Common Stock 200,000 200,000 D
5.95% ConvertTrustPref.Securities of Commerce Cap. Trust II(4) (5) (5) 03/11/2032(5) Common Stock 3,791 4,000 I Hill Family Trust
5.95% ConvertTrustPref.Securities of Commerce Cap. Trust II(4) (5) (5) 03/11/2032(5) Common Stock 3,791 4,000 I InterArch PS Plan
Right to Buy(4) $42.8 02/18/2004 02/18/2013 Common Stock 37,500 37,500 D
Right to Buy(4) $42.8 02/18/2005 02/18/2013 Common Stock 37,500 37,500 D
Right to Buy(4) $42.8 02/18/2006 02/18/2013 Common Stock 37,500 37,500 D
Right to Buy(4) $42.8 02/18/2007 02/18/2013 Common Stock 37,500 37,500 D
Explanation of Responses:
1. Reflects correction of clerical error
2. Hill/Lewis JT
3. ESOP Allocation
4. Granted under the Company's 1984, 1994 and 1997 Employee Stock Option Plans, which are 16b-3 plans.
5. Each 5.95% Convertible Trust Preferred Security is convertible at any time on or after the occurence of certain events described below and prior to 5:00 pm, New York City time, on the business day immediately preceeding the date of repayment of such preferred security, whether at stated maturity (i.e. March 11, 2032) or upon redemption, at the option of the holder thereof, into shares of Commerce Bancorp, Inc.'s common stock at an initial conversion ratio of 0.9478 shares of Commerce Bancorp, Inc. common stock for each preferred security, subject to adjustment under certain circumstances.
Vernon W. Hill, II 12/12/2003
** 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.