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

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)
08/04/2022

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, $0.01 par value	05/09/2022		W		250,839	D	$0.00	0	I⁽¹⁾	Through Trust
Common Stock, $0.01 par value	05/09/2022		W		690	A	$0.00	17,560.88	I⁽²⁾	Through Estate
Common Stock, $0.01 par value	08/03/2022		W		450	A	$0.00	18,010.88	I⁽²⁾	Through Estate
Common Stock, $0.01 par value	08/03/2022		W		31,837.185	D	$0.00	0	I⁽¹⁾	Through Trust
Common Stock, $0.01 par value	08/04/2022		S		11,483	D	$127.86⁽³⁾	213,193	D
Common Stock, $0.01 par value	08/04/2022		S		5,922	D	$128.67⁽⁴⁾	207,271	D
Common Stock, $0.01 par value	08/04/2022		S		517	D	$129.78⁽⁵⁾	206,754	D
Common Stock, $0.01 par value	08/04/2022		S		78	D	$130.69⁽⁶⁾	206,676	D
Common Stock, $0.01 par value	08/04/2022		S		61,500	D	$127.86⁽³⁾	286,354.1	I⁽⁷⁾	Through Trust
Common Stock, $0.01 par value	08/04/2022		S		31,715	D	$128.67⁽⁴⁾	254,639.1	I⁽⁷⁾	Through Trust
Common Stock, $0.01 par value	08/04/2022		S		2,771	D	$129.78⁽⁵⁾	251,868.1	I⁽⁷⁾	Through Trust
Common Stock, $0.01 par value	08/04/2022		S		418	D	$130.69⁽⁶⁾	251,450.1	I⁽⁷⁾	Through Trust
Common Stock, $0.01 par value	08/04/2022		S		727	D	$127.86⁽³⁾	17,283.88	I⁽²⁾	Through Estate
Common Stock, $0.01 par value	08/04/2022		S		375	D	$128.67⁽⁴⁾	16,908.88	I⁽²⁾	Through Estate
Common Stock, $0.01 par value	08/04/2022		S		33	D	$129.78⁽⁵⁾	16,875.88	I⁽²⁾	Through Estate
Common Stock, $0.01 par value	08/04/2022		S		5	D	$130.69⁽⁶⁾	16,870.88	I⁽²⁾	Through Estate
Common Stock, $0.01 par value								630	I⁽⁸⁾	By Spouse
Common Stock, $0.01 par value								2,700	I⁽⁹⁾	Through Trust
Common Stock, $0.01 par value								46,555.87	I⁽¹⁰⁾	Through Trust
Common Stock, $0.01 par value								121,405.8	I⁽¹¹⁾	Through Trust
Common Stock, $0.01 par value								1,486.44	I⁽¹²⁾	Through Limited Liability Company
Common Stock, $0.01 par value								10,612.395	I⁽¹⁰⁾	Through Trust
Common Stock, $0.01 par value								41,775	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)
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)

Explanation of Responses:

1. Reflects distribution of shares of Common Stock in accordance with a will exempt pursuant to Rule 16b-5.

2. 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.

3. The price in Column 4 is based on a weighted average price. The prices actually paid range from $127.36 to $128.35. 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.

4. The price in Column 4 is based on a weighted average price. The prices actually paid range from $128.36 to $129.32. 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.

5. The price in Column 4 is based on a weighted average price. The prices actually paid range from $129.38 to $130.31. 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.

6. The price in Column 4 is based on a weighted average price. The prices actually paid range from $130.42 to $130.69. 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.

7. Reflects sales of shares of Common Stock by 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.

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 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.

11. 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.

12. Reflects shares of Common Stock held through a limited liability company of which Mr. Frost is the manager.

Remarks:

	/s/ Patrick B. Frost	08/08/2022
	** 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 Number.

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