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Patrick B Frost

Filed: 6 Mar 20, 6:10pm
SEC Form 4
FORM 4UNITED 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*
FROST PATRICK B

(Last)(First)(Middle)
111 WEST HOUSTON STREET

(Street)
SAN ANTONIOTX78205

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
CULLEN/FROST BANKERS, INC. [ CFR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President of Frost Bank
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value03/04/2020A2,813A$0.00126,834D
Common Stock, $0.01 par value03/04/2020F684D$79.24126,150D
Common Stock, $0.01 par value347,404.1I(1)Through Trust
Common Stock, $0.01 par value42,449.58I(2)Through Trust
Common Stock, $0.01 par value16,870.88I(3)Through Trust
Common Stock, $0.01 par value46,555.87I(4)Through Trust
Common Stock, $0.01 par value630I(5)By Spouse
Common Stock, $0.01 par value2,700I(6)Through Trust
Common Stock, $0.01 par value121,405.8I(7)Through Trust
Common Stock, $0.01 par value1,486.44I(8)Through Limited Liability Company
Common Stock, $0.01 par value330I(9)Through Trust
Common Stock, $0.01 par value2,543.5I(10)Through Limited Partnereship
Common Stock, $0.01 par value334,452I(11)Through Trust
Common Stock, $0.01 par value37,539IThrough 401(k) Plan
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects limited partnership interests held by a trust, established under the will of Mr. Frost's late father, of which Mr. Frost is the sole trustee and Mr. Frost's mother and Mr. Frost and his siblings are beneficiaries. The number of shares reported assumes that each limited partnership interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest.
2. Reflects limited partnership interests held by a trust, established under the will of Mr. Frost's late father, of which Mr. Frost is the sole trustee and Mr. Frost's mother and Mr. Frost, his siblings, and the descendants of Mr. Frost and his siblings are beneficiaries. The number of shares reported assumes that each limited partnership interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest.
3. Reflects interests in a limited partnership and its general partner held by a trust of which Mr. Frost is the sole trustee and Mr. Frost's mother is sole beneficiary. The number of shares reported assumes that each interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest.
4. Reflects limited partnership interests held by a trust of which Mr. Frost is the sole trustee and Mr. Frost and his children are beneficiaries. The number of shares reported assumes that each limited partnership interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest.
5. Mr. Frost disclaims beneficial ownership of these shares.
6. 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.
7. Reflects limited partnership interests held by a trust of which Mr. Frost is the sole trustee and Mr. Frost is a beneficiary. The number of shares reported assumes that each limited partnership interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
8. Reflects interests in a limited liability company of which Mr. Frost is the manager. The number of shares reported assumes each limited liability company interest represents a proportionate interest in the shares of Common Stock in which the limited liability company has a pecuniary interest.
9. Reflects shares of Common Stock held by separate trusts of which Frost Bank is the sole trustee and Mr. Frost's children are beneficiaries. Mr. Frost disclaims beneficial ownership of these shares.
10. Reflects interests in a limited partnership of which Mr. Frost's brother controls the general partner and in which Mr. Frost is a limited partner and has an interest in the general partner. The number of shares reported assumes that each interest represents a proportionate interest in the shares of Common Stock in which the limited partnership has a pecuniary interest. Mr. Frost disclaims beneficial ownership of these shares.
11. Mr. Frost and his three brothers are co-trustees of this trust of which Mr. Frost's mother is sole beneficiary. Mr. Frost disclaims beneficial ownership of these shares.
Remarks:
/s/ Patrick B. Frost03/06/2020
** Signature of Reporting PersonDate
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.
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