Carol Jean Severyn Form 3 CULLEN/FROST BANKERS / Carol Jean Severyn ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Severyn Carol Jean

(Last) (First) (Middle)

100 WEST HOUSTON STREET

(Street)

SAN ANTONIO TX 78205

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2019

3. Issuer Name and Ticker or Trading Symbol
CULLEN/FROST BANKERS, INC. [ CFR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
GEVP and Chief Risk Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value	7,672	I	Through 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	10/20/2019	Common Stock	1,250	50.64	D
Employee Stock Option (right to buy)	(2)	10/26/2020	Common Stock	2,500	52.46	D
Emloyee Stock Option (right to buy)	(3)	10/29/2023	Common Stock	3,850	71.39	D
Employee Stock Option (right to buy)	(4)	10/28/2024	Common Stock	5,000	78.92	D
Employee Stock Option (right to buy)	(5)	10/27/2025	Common Stock	2,500	65.11	D
Restricted Stock Units	(6)	(6)	Common Stock	860	(7)	D
Restricted Stock Units	(8)	(8)	Common Stock	708	(7)	D
Restricted Stock Units	(9)	(9)	Common Stock	897	(7)	D
Restricted Stock Units	(10)	(10)	Common Stock	508	(7)	D

Explanation of Responses:

1. Vest 25% per year for four years from grant date of 10-20-2009 based on an original award quantity of 5,000 shares.

2. Vest 25% per year for four years from grant date of 10-26-2010 based on an original award quantity of 5,000 shares.

3. Vest 25% per year for four years from grant date of 10-29-2013.

4. Vest 25% per year for four years from grant date of 10-28-2014.

5. Vest 25% per year for four years from grant date of 10-27-2015 based on an original award quantity of 5,000 shares.

6. Generally vest after four years from grant date of 10-25-2016.

7. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.

8. Generally vest after four years from grant date of 10-24-2017.

9. Generally vest after four years from grant date of 10-23-2018.

10. Generally vest after four years from grant date of 02-01-2019.

Remarks:

	/s/ Carol Jean Severyn	02/08/2019
	** 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 5 (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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