Cullen/Frost Bankers (CFR) 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)
10/29/2023

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	10/29/2023		M		1,914	A	$0.00	253,177	D
Common Stock, $0.01 par value	10/29/2023		F		753	D	$89.67	252,424	D(1)
Common Stock, $0.01 par value								5,261.3	I(2)	Through Trust (Marital Trust-B)
Common Stock, $0.01 par value								30,773.7	I(3)	Through Trust [Family Trust-B]
Common Stock, $0.01 par value								30,773.7	I(4)	Through Trust [Family Trust-B fbo Patrick
Common Stock, $0.01 par value								30,773.7	I(3)	Through Trust [Family Trust-B fbo Thomas C. Frost III
Common Stock, $0.01 par value								30,773.7	I(3)	Through Trust [Family Trust-B fbo Donald B. Frost]
Common Stock, $0.01 par value								30,773.79	I(3)	Through Trust [Family Trust-B fbo William H. Frost]
Common Stock, $0.01 par value								25,045	I(2)	Through Trust [Legacy Trust]
Common Stock, $0.01 par value								22,003.2	I(3)	Through Trust [Legacy Trust fbo Thomas C. Frost III]
Common Stock, $0.01 par value								22,003.2	I(3)	Through Trust [Legacy Trust fbo Donald B. Frost]
Common Stock, $0.01 par value								22,003.2	I(3)	Through Trust [Legacy Trust fbo William H. Frost
Common Stock, $0.01 par value								30,351.2	I(4)	Through Trust [Legacy Trust fbo Patrick B. Frost]
Common Stock, $0.01 par value								30,351.2	I(3)	Through Trust [Legacy Trust fbo Thomas C. Frost III]
Common Stock, $0.01 par value								30,352.2	I(3)	Through Trust [Legacy Trust fbo Donald B. Frost]
Common Stock, $0.01 par value								30,351.2	I(3)	Through Trust [Legacy Trust fbo William H. Frost
Common Stock, $0.01 par value								10,612	I(5)	Through Trust
Common Stock, $0.01 par value								16,870.88	I(6)	Through Estate
Common Stock, $0.01 par value								46,555.87	I(5)	Through Trust
Common Stock, $0.01 par value								630	I(7)	By Spouse
Common Stock, $0.01 par value								2,700	I(8)	Through Trust
Common Stock, $0.01 par value								1,486.44	I(9)	Through Limited Liability Company

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
Restricted Stock Units	(10)	10/29/2023		M		1,914		(11)	(11)	Common Stock	1,914	$0.00	0	D

Explanation of Responses:

1. Includes 40,372 shares transferred from 401(k)Plan

2. 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.

3. Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and one of his siblings is the sole beneficiary. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest

4. Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and beneficiary.

5. 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.

6. 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.

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

8. 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.

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

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

11. Cliff vested four years from grant date of 10-29-2019.

Remarks:

	/s/ Patrick B. Frost, by Susan Murr under POA	10/30/2023
	** 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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