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^*

CAREY CHRISTOPHER J

(Last)

(First)

(Middle)

400 NORTH ROXBURY DRIVE

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITY NATIONAL CORP [ CYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2013

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	02/27/2013		A		4,486⁽¹⁾	A	$0	38,511⁽²⁾	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)
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)
Employee Stock Option (Right to Buy)	$55.73	02/27/2013		A		38,344		⁽³⁾	02/26/2023	Common Stock	38,344	$0	38,344	D
Cash-Settled Restricted Stock Units	⁽⁴⁾	02/27/2013		A		4,486		⁽⁴⁾	⁽⁴⁾	Common Stock	4,486	$0	4,486	D
Stock Fund Units (EDCP)	⁽⁵⁾	02/28/2013		A		79		⁽⁶⁾	⁽⁶⁾	Common Stock	79⁽⁷⁾	$56.81	12,897⁽⁷⁾	D

Explanation of Responses:

1. These shares of Common Stock constitute grants of restricted stock acquired from the registrant pursuant to the registrant's 2008 Omnibus Plan, as amended.

2. Includes 6,786 shares of City National Corporation common stock held in the Reporting Person's City National Corporation Profit Sharing Plan account as of February 27, 2013.

3. The options vest in four equal annual installments beginning on February 27, 2014.

4. The cash-settled restricted stock units vest in four equal annual installments beginning on February 27, 2015 and settle in cash.

5. These Stock Fund Units were acquired under the Executive Deferred Compensation Plan (EDCP) and convert to stock on a one-for-one basis.

6. The Stock Fund Units are generally distributed upon termination, or following retirement on the date or dates specified by the reporting person.

7. The actual number of Stock Fund Units awarded was approximately 79.3580, and, therefore, the aggregate number of stock fund units currently beneficially owned by the reporting person is approximately 12,897.7273.

	/s/ Michael B. Cahill, attorney-in-fact	03/01/2013
	** 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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