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*
BUCKELEW JOSEPH

(Last) (First) (Middle)
C/O COMMERCE BANK SHORE
1101 HOOPER STREET

(Street)
TOMS RIVER NJ 08754

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2008
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 03/31/2008 J(1) 494,408 D (1) 0(2) D
Common Stock 03/31/2008 J(1) 17,934 D (1) 0(3) I 401(k)
Common Stock 03/31/2008 J(1) 6,945 D (1) 0(3) I 401(k) Allocation
Common Stock 03/31/2008 J(1) 316,976 D (1) 0 I By Wife
Common Stock 03/31/2008 J(1) 9,556 D (1) 0 I Buckelew & Lake
Common Stock 03/31/2008 J(1) 150,000 D (1) 0(2) I Joseph E. Buckelew Charitable Remainder Trust
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) $20.06 03/31/2008 J(5) 100,000 02/04/2003 02/04/2012 Common Stock 100,000 $0 0 D
Right to Buy(4) $21.4 03/31/2008 J(5) 100,000 (5) 02/16/2013 Common Stock 100,000 $0 0 D
Right to Buy(4) $29.45 03/31/2008 J(5) 80,000 (5) 02/03/2014 Common Stock 80,000 $0 0 D
Right to Buy(4) $31.38 03/31/2008 J(5) 25,000 (5) 03/08/2015 Common Stock 25,000 $0 0 D
Right to Buy(4) $36.37 03/31/2008 J(5) 25,000 (5) 03/14/2016 Common Stock 25,000 $0 0 D
Right to Buy(4) $33.12 03/31/2008 J(5) 25,000 (5) 03/20/2017 Common Stock 25,000 $0 0 D
Explanation of Responses:
1. Shares disposed of as a result of the merger between Commerce Bancorp, Inc. (CBH) and the Toronto-Dominion Bank (TD) pursuant to which each share of CBH common stock was exchanged for 0.4142 shares of TD common stock having a market value of $59.60 per share on the effective date of the merger and $10.50 in cash.
2. On March 25, 2008, 150,000 shares previously owned directly by Mr. Buckelew were transferred into the Joseph E. Buckelew Charitable Remainder Trust.
3. Reflects 401(k) allocations that have occurred since the date of the reporting person's last ownership report..
4. Granted under the Company's 2004 Employee Stock Option Plan, which is a 16b-3 plan.
5. Per the terms of the Merger Agreement with TD, UPON COMPLETION OF THE MERGER, each outstanding option to purchase CBH common stock was converted to an option to purchase TD common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of CBH options by 0.5522, the grant price was adjusted by dividing the CBH grant price by 0.5522, and the options became immediately exercisable at the effective time of the merger and will remain exercisable until the expiration date of the option.
Joseph Buckelew 04/02/2008
** 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.