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^*

WARMUTH 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of Issuer; Pres. of Sub

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2015

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	11/02/2015		D		17,240	D	⁽¹⁾⁽²⁾	0	D
Common Stock	11/02/2015		D		32,464	D	⁽¹⁾	0	I	By Family Trust
Common Stock	11/02/2015		D		6,079	D	⁽³⁾	0	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)
Stock Option (Right to Buy)	$75.87	11/02/2015		D			16,684	⁽⁴⁾	03/02/2016	Common Stock	16,684	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$74.79	11/02/2015		D			19,416	⁽⁴⁾	02/19/2017	Common Stock	19,416	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$54.88	11/02/2015		D			29,400	⁽⁴⁾	02/26/2018	Common Stock	29,400	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$23.68	11/02/2015		D			54,688	⁽⁴⁾	03/05/2019	Common Stock	54,688	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$50.17	11/02/2015		D			35,342	⁽⁴⁾	03/03/2020	Common Stock	35,342	⁽⁵⁾	0	D
Restricted Stock Unit	⁽⁶⁾	11/02/2015		D			12,159	⁽⁶⁾	⁽⁶⁾	Common Stock	12,159	⁽⁷⁾	0	D
Restricted Stock Unit	⁽¹¹⁾	11/02/2015		D			24,635	⁽¹¹⁾	⁽¹¹⁾	Common Stock	24,635	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$60.89	11/02/2015		D			20,953	⁽⁴⁾	02/15/2021	Common Stock	20,953	⁽⁵⁾	0	D
Restricted Stock Unit	⁽⁶⁾	11/02/2015		D			4,171	⁽⁶⁾	⁽⁶⁾	Common Stock	4,171	⁽⁷⁾	0	D
Restricted Stock Unit	⁽⁶⁾	11/02/2015		D			4,854	⁽⁶⁾	⁽⁶⁾	Common Stock	4,854	⁽⁷⁾	0	D
Restricted Stock Unit	⁽⁶⁾	11/02/2015		D			6,606	⁽⁶⁾	⁽⁶⁾	Common Stock	6,606	⁽⁷⁾	0	D
Cash Settled Restricted Stock Units	⁽⁸⁾	11/02/2015		D			2,679	⁽⁸⁾	⁽⁸⁾	Common Stock	2,679	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$46.66	11/02/2015		D			41,563	⁽⁴⁾	02/21/2022	Common Stock	41,563	⁽⁵⁾	0	D
Cash Settled Restricted Stock Units	⁽⁸⁾	11/02/2015		D			3,702	⁽⁸⁾	⁽⁸⁾	Common Stock	3,702	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$55.73	11/02/2015		D			42,178	⁽⁴⁾	02/26/2023	Common Stock	42,178	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$73.52	11/02/2015		D			28,646	⁽⁴⁾	02/25/2024	Common Stock	28,646	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$90.48	11/02/2015		D			23,585	⁽⁴⁾	02/24/2025	Common Stock	23,585	⁽¹⁰⁾	0	D

Explanation of Responses:

1. On November 2, 2015, Royal Bank of Canada (RBC) completed the previously announced merger of City National Corporation (City National) with and into RBC USA Holdco Corporation, a wholly owned subsidiary of RBC (Holdco), pursuant to the Agreement and Plan of Merger, dated January 22, 2015, by and among City National, RBC and Holdco (Merger Agreement). In accordance with the terms of the Merger Agreement, at the effective time of the merger each share of City National common stock outstanding immediately prior to the effective time of the merger, was converted into the right to receive the merger consideration. Each award of restricted shares of City National common stock granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was cancelled and converted automatically into the right to receive the merger consideration.

2. Includes 3,599 shares of City National common stock held by Reporting Person in the City National Corporation Profit Sharing Plan as of October 31, 2015.

3. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each award of restricted shares of City National common stock granted after January 22, 2015 that was outstanding immediately prior to the effective time of the merger converted into a restricted stock award of RBC common shares on the terms specified in the Merger Agreement.

4. Stock options vest at the rate of 25% per year, on each of the first four anniversaries of the grant date.

5. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National stock option granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was converted automatically into an option to purchase RBC common shares on the terms specified in the Merger Agreement.

6. Each restricted stock unit represented a contingent right to receive one share of City National common stock. Restricted stock units vest annually in four equal installments beginning on the second anniversary of the grant date. Vested restricted stock units convert and are distributed at least six months after termination of employment

7. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National restricted stock unit award granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was converted into a restricted stock unit award of RBC on the terms specified in the Merger Agreement.

8. Each cash settled restricted stock unit was valued upon vesting based on the value of the one share of City National common stock. Cash settled restricted stock units vest annually in four equal installments beginning on the second anniversary of the grant date and settle in cash on the vesting date.

9. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National cash-settled restricted stock unit award granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share cash consideration on the terms specified in the Merger Agreement.

10. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National stock option granted after January 22, 2015 that was outstanding immediately prior to the effective time of the merger was converted automatically into an option to purchase RBC common shares on the terms specified in the Merger Agreement.

11. Each restricted stock unit represented a contingent right to receive one share of City National common stock. This award provided for vesting of 50% five years after the grant date and 50% six years after the grant date. Vested restricted stock units convert and are distributed at least six months after termination of employment

	/s/ Christopher J. Warmuth	11/03/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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