Statement of Changes in Beneficial Ownership (4)
23 Mai 2023 - 5:06PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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FROST PATRICK B |
2. Issuer Name and Ticker or Trading Symbol
CULLEN/FROST BANKERS, INC.
[
CFR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President of Frost Bank |
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(Last)
(First)
(Middle)
111 WEST HOUSTON STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2023 |
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(Street)
SAN ANTONIO, TX 78205 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $0.01 par value | 5/19/2023 | | M | | 8080 | A | $71.39 | 217563 | D | |
| Common Stock, $0.01 par value | 5/19/2023 | | S | | 4017 | D | $100.70 (1) | 213546 | D | |
| Common Stock, $0.01 par value | 5/19/2023 | | S | | 2600 | D | $101.70 (2) | 210946 | D | |
| Common Stock, $0.01 par value | | | | | | | | 5261.3 | I (3) | Through Trust (Marital Trust-B) |
| Common Stock, $0.01 par value | | | | | | | | 30773.7 | I (4) | Through Trust [Family Trust-B] |
| Common Stock, $0.01 par value | | | | | | | | 30773.7 | I (5) | Through Trust [Family Trust-B fbo Patrick |
| Common Stock, $0.01 par value | | | | | | | | 30773.7 | I (4) | Through Trust [Family Trust-B fbo Thomas C. Frost III |
| Common Stock, $0.01 par value | | | | | | | | 30773.7 | I (4) | Through Trust [Family Trust-B fbo Donald B. Frost] |
| Common Stock, $0.01 par value | | | | | | | | 30773.79 | I (4) | Through Trust [Family Trust-B fbo William H. Frost] |
| Common Stock, $0.01 par value | | | | | | | | 25045 | I (3) | Through Trust [Legacy Trust] |
| Common Stock, $0.01 par value | | | | | | | | 22003.2 | I (4) | Through Trust [Legacy Trust fbo Thomas C. Frost III] |
| Common Stock, $0.01 par value | | | | | | | | 22003.2 | I (4) | Through Trust [Legacy Trust fbo Donald B. Frost] |
| Common Stock, $0.01 par value | | | | | | | | 22003.2 | I (4) | Through Trust [Legacy Trust fbo William H. Frost |
| Common Stock, $0.01 par value | | | | | | | | 30351.2 | I (5) | Through Trust [Legacy Trust fbo Patrick B. Frost] |
| Common Stock, $0.01 par value | | | | | | | | 30351.2 | I (4) | Through Trust [Legacy Trust fbo Thomas C. Frost III] |
| Common Stock, $0.01 par value | | | | | | | | 30352.2 | I (4) | Through Trust [Legacy Trust fbo Donald B. Frost] |
| Common Stock, $0.01 par value | | | | | | | | 30351.2 | I (4) | Through Trust [Legacy Trust fbo William H. Frost |
| Common Stock, $0.01 par value | | | | | | | | 10612 | I (6) | Through Trust |
| Common Stock, $0.01 par value | | | | | | | | 16870.88 | I (7) | Through Estate |
| Common Stock, $0.01 par value | | | | | | | | 46555.87 | I (6) | Through Trust |
| Common Stock, $0.01 par value | | | | | | | | 630 | I (8) | By Spouse |
| Common Stock, $0.01 par value | | | | | | | | 2700 | I (9) | Through Trust |
| Common Stock, $0.01 par value | | | | | | | | 1486.44 | I (10) | Through Limited Liability Company |
| Common Stock, $0.01 par value | | | | | | | | 43035 | I | Through 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | The price in Column 4 is based on a weighted average price. The prices actually paid range from $100.05 to $101.00. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| (2) | The price in Column 4 is based on a weighted average price. The prices actually paid range from $101.10 to $102.07. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. |
| (3) | Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and Mr. Frost and his siblings are beneficiaries. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. |
| (4) | Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and one of his siblings is the sole beneficiary. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest |
| (5) | Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and beneficiary. |
| (6) | Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and Mr. Frost and his children are beneficiaries. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. |
| (7) | Reflects shares of Common Stock held through an estate of which Mr. Frost is the executor and a beneficiary. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. |
| (8) | Mr. Frost disclaims beneficial ownership of these shares. |
| (9) | Reflects shares of Common Stock held by separate trusts of which Mr. Frost is the sole trustee and Mr. Frost's children are beneficiaries. Mr. Frost disclaims beneficial ownership of these shares. |
| (10) | Reflects shares of Common Stock held through a limited liability company of which Mr. Frost is the manager. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
FROST PATRICK B
111 WEST HOUSTON STREET
SAN ANTONIO, TX 78205 | X |
| President of Frost Bank |
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Signatures
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| /s/ Patrick B. Frost, by Susan Murr under POA | | 5/23/2023 |
| **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 control number. |
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