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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 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*
FITZGERALD WILLIAM A
(Last) (First) (Middle)
13500 COMMERCIAL FEDERAL PLAZA
(Street)
OMAHA NE 68154
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMMERCIAL FEDERAL CORP [ CFB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairman of Board
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2005
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 12/02/2005 D 158,018 D $34(1) 0 D
Common Stock 10/21/2005 S 191,152(2) D $34.19 0 I By 401(k)
Common Stock 12/02/2005 D 3,499(3) D $34(1) 0 I By Rabbi Trust
Common Stock 12/02/2005 D 21,420 D $34(1) 0 I By Restricted Stock
Common Stock 12/02/2005 D 12,536 D $34(1) 0 I By Spouse
Common Stock 12/02/2005 D 20,122(3) D $34(1) 0 I By Stk Opt & Rst Stk Deferral Plan
Common Stock 12/02/2005 D 919(3) D $34(1) 0 I Spouse-DRIP
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
Stock Option (right to buy) $17.22 12/02/2005 D 45,000 06/13/1996 06/13/2006 Common Stock 45,000 $16.78(4) 0 D
Stock Option (right to buy) $22.17 12/02/2005 D 45,000 05/14/1997 05/14/2007 Common Stock 45,000 $11.83(4) 0 D
Stock Option (Right to Buy) $34.16 12/02/2005 D 150,000 05/13/1998 05/13/2008 Common Stock 150,000 (5) 0 D
Stock Option (right to buy) $24.19 12/02/2005 D 96,447 05/12/1999 05/12/2009 Common Stock 96,447 $9.81(4) 30 D
Stock Option (Right to Buy) $15.69 12/02/2005 D 113,527 05/17/2000 05/17/2010 Common Stock 113,527 $18.31(4) 0 D
Stock Option (Right to Buy) $22 12/02/2005 D 142,478 03/01/2001 03/01/2011 Common Stock 142,478 $12(4) 0 D
Stock Option (Right to Buy) $25 12/02/2005 D 150,000 03/01/2002 03/01/2012 Common Stock 150,000 $9(4) 0 D
Stock Option (Right to Buy) $22.54 12/02/2005 D 100,000 02/27/2003 02/27/2013 Common Stock 100,000 $11.46(4) 0 D
Stock Option (Right to Buy) $27.9 12/02/2005 D 75,000 02/25/2004 02/25/2014 Common Stock 75,000 $6.1(4) 0 D
Stock Option (Right to Buy) $27.06 12/02/2005 D 60,000 02/23/2005 02/23/2015 Common Stock 60,000 $6.94(4) 0 D
Explanation of Responses:
1. Disposed of pursuant to the merger agreement between Commercial Federal Corporation and Bank of the West in exchange for cash consideration of $34.00 per share.
2. Transfer of shares from 401(k) Plan's issuer stock fund to another investment election under the 401(k) Plan.
3. This amount reflects a reinvestment of dividends.
4. This option was canceled in the merger in exchange for a cash payment representing the difference between the merger consideration of $34.00 per share and the exercise price of the option.
5. Because the exercise price of this option exceeded the merger consideration of $34.00 per share, a $0.50 cash dividend was paid for each share subject to this option and the option was then cancelled.
Remarks:
By: Joel E. Rappoport, Attorney-in-Fact 12/06/2005
** 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.