Holmes Robert S Form 4 COMMERCE BANCSHARES / Robert S Holmes 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^*

Holmes Robert S

(Last) (First) (Middle)

8000 FORSYTH BLVD

(Street)

CLAYTON MO 63105

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2024		M		5,742	A	$40.1749	56,035	D
Common Stock	07/25/2024		M		5,838	A	$43.9894	61,873	D
Common Stock	07/25/2024		M		5,981	A	$47.5287	67,854	D
Common Stock	07/25/2024		F		635	D	$64.78	67,219	D
Common Stock	07/25/2024		F		1,217	D	$64.79	66,002	D
Common Stock	07/25/2024		D		3,562	D	$64.78	62,440	D
Common Stock	07/25/2024		D		8,352	D	$64.79	54,088	D
Common Stock	07/25/2024		S		3,795	D	$64.7503(1)	50,293	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$40.1749	07/25/2024		M			5,742	01/31/2018(2)	01/31/2027	Common Stock	5,742	$0	0	D
Stock Appreciation Rights	$43.9894	07/25/2024		M			5,838	01/24/2019(3)	01/24/2028	Common Stock	5,838	$0	0	D
Stock Appreciation Rights	$47.5287	07/25/2024		M			5,981	01/23/2020(4)	01/23/2029	Common Stock	5,981	$0	0	D

Explanation of Responses:

1. Sale prices ranged from $64.75 to $64.76.

2. The stock appreciation right vests in four equal annual installments beginning January 31, 2018.

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

4. The stock appreciation right vests in four equal annual installments beginning January 23, 2020.

	/s/ Paul A. Steiner for Robert S. Holmes	07/29/2024
	** 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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