Patrick B Frost Form 4 CULLEN/FROST BANKERS / PATRICK B FROST ownership change

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^*

FROST PATRICK B

(Last) (First) (Middle)

111 WEST HOUSTON STREET

(Street)

SAN ANTONIO TX 78205

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of Frost Bank

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2020

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, $0.01 par value	02/05/2020		W		550	A	$0.00	347,404.1	I(1)	Through Trust
Common Stock, $0.01 par value	02/11/2020		M		9,360	A	$52.46	133,381	D
Common Stock, $0.01 par value	02/11/2020		S		9,360	D	$93.53(2)	124,021	D
Common Stock, $0.01 par value								42,449.58	I(3)	Through Trust
Common Stock, $0.01 par value								16,870.88	I(4)	Through Trust
Common Stock, $0.01 par value								46,555.87	I(5)	Through Trust
Common Stock, $0.01 par value								630	I(6)	By Spouse
Common Stock, $0.01 par value								2,700	I(7)	Through Trust
Common Stock, $0.01 par value								121,405.8	I(8)	Through Trust
Common Stock, $0.01 par value								1,486.44	I(9)	Through Limited Liability Company
Common Stock, $0.01 par value								330	I(10)	Through Trust
Common Stock, $0.01 par value								2,543.5	I(11)	Through Limited Partnereship
Common Stock, $0.01 par value								334,452	I(12)	Through Trust
Common Stock, $0.01 par value								37,539	I	Through 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 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
Employee Stock Option (right to buy)	$52.46	02/11/2020		M			9,360	10/26/2014	10/26/2020	Common Stock	9,360	$0.00	0	D

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. The price in Column 4 is based on a weighted average price. The prices actually paid range from $93.44 to $93.63. 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 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.

4. 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.

5. 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.

6. Mr. Frost disclaims beneficial ownership of these shares.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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. Frost	02/13/2020
	** 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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