Cullen/Frost Bankers (CFR) Form 4 CULLEN/FROST BANKERS / PHILLIP D GREEN 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^*

GREEN PHILLIP D

(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)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2021

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	11/02/2021		M		15,900	A	$54.56	76,836	D
Common Stock, $0.01 par value	11/02/2021		M		12,260	A	$71.39	89,096	D
Common Stock, $0.01 par value	11/02/2021		M		14,910	A	$78.92	104,006	D
Common Stock, $0.01 par value	11/02/2021		M		34,505	A	$65.11	138,511	D
Common Stock, $0.01 par value	11/02/2021		S		13,708	D	$136.06(1)	124,803	D
Common Stock, $0.01 par value	11/02/2021		S		61,263	D	$136.77(2)	63,540	D
Common Stock, $0.01 par value	11/02/2021		S		2,604	D	$137.33(3)	60,936	D
Common Stock, $0.01 par value								1,100	I	By Spouse
Common Stock, $0.01 par value								26,985	I	Trusts for Children(4)
Common Stock, $0.01 par value								48,544	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)	$54.56	11/02/2021		M			15,900	10/23/2016	10/23/2022	Common Stock	15,900	$0.00	0	D
Employee Stock Option (right to buy)	$71.39	11/02/2021		M			12,260	10/29/2017	10/29/2023	Common Stock	12,260	$0.00	0	D
Employee Stock Option (right to buy)	$78.92	11/02/2021		M			14,910	10/28/2018	10/28/2024	Common Stock	14,910	$0.00	0	D
Employee Stock Option (right to buy)	$65.11	11/02/2021		M			34,505	10/27/2019	10/27/2025	Common Stock	34,505	$0.00	34,505	D

Explanation of Responses:

1. The price in Column 4 is based on a weighted average price. The prices actually paid range from $135.30 to $136.29. 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 ranges set forth in footnotes 1 through 3 to this Form 4.

2. The price in Column 4 is based on a weighted average price. The prices actually paid range from $136.30 to $137.28.

3. The price in Column 4 is based on a weighted average price. The prices actually paid range from $137.30 to $137.46.

4. Some of Mr. Green's children are beneficiaries of trusts of which Mr. Green is a trustee.

Remarks:

	/s/ Phillip D. Green	11/04/2021
	** 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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