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^*

KEMPER DAVID W

(Last)

(First)

(Middle)

1000 WALNUT ST., 7TH FLOOR

(Street)

KANSAS CITY

64106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMERCE BANCSHARES INC /MO/ [ CBSH ]

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)
07/22/2024

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								16,276	I	CB Kemper Irrev Trust
Common Stock								24,034	I	CB Kemper Rev Trust
Common Stock								39,966	I	EC Kemper Rev Trust
Common Stock								23,106	I	Exec Comp Plan
Common Stock								47,732	I	JW Kemper Rev Trust
Common Stock								257,680	I	Tower Properties Co
Common Stock								16,266	I	WL Kemper Irrev Trust
Common Stock								24,024	I	WL Kemper Rev Trust
Common Stock	07/22/2024		M		47,271	A	$43.9894	1,229,265	D
Common Stock	07/22/2024		M		27,196	A	$47.5287	1,256,461	D
Common Stock	07/22/2024		F		4,255	D	$63.5514	1,252,206	D
Common Stock	07/22/2024		F		2,719	D	$63.72	1,249,487	D
Common Stock	07/22/2024		D		32,721	D	$63.5514	1,216,766	D
Common Stock	07/22/2024		D		20,286	D	$63.72	1,196,480	D
Common Stock	07/22/2024		S		14,486	D	$63.7302⁽¹⁾	1,181,994	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 Appreciation Rights	$43.9894	07/22/2024		M			47,271	01/24/2019⁽²⁾	01/24/2028	Common Stock	47,271	$0	0	D
Stock Appreciation Rights	$47.5287	07/22/2024		M			27,196	01/23/2023⁽³⁾	01/23/2029	Common Stock	27,196	$0	0	D

Explanation of Responses:

1. Sale prices ranged from $63.44 to $64.12.

2. The stock appreciation right vests in four equal annual installments beginning January 24, 2019.

3. The stock appreciation right vests on January 23, 2023.

	By: Paul A. Steiner For: David W. Kemper	07/24/2024
	** 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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