Sec Form 4 Filing - GOLDSMITH RUSSELL D @ CITY NATIONAL CORP - 2015-11-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOLDSMITH RUSSELL D 2. Issuer Name and Ticker or Trading Symbol CITY NATIONAL CORP [ CYN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) 400 N. ROXBURY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2015 (Street) BEVERLY HILLS, CA90210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/02/2015 D 1,945 D 0 D Common Stock 11/02/2015 D 3,029 D 0 D Common Stock 11/02/2015 D 2,860,000 D 0 I By the Goldsmith Family Partnership Common Stock 11/02/2015 D 328,024 D 0 I By the Russell Goldsmith Trust Common Stock 11/02/2015 D 3,235 D 0 I As Trustee of the ELM 2006 Charitable Annuity Lead Trust Common Stock 11/02/2015 D 2,912 D 0 I As Trustee of the Kathryn Goldsmith 1985 Trust Common Stock 11/02/2015 D 4,134 D 0 I As Trustee of the Brian Goldsmith 1985 Trust Common Stock 11/02/2015 D 76,222 D 0 I By B.A. Quintet, LLC Common Stock 11/02/2015 D 244,930 D 0 I By Maple Pine Limited Partnership Common Stock 11/02/2015 D 82,405 D 0 I As Trustee of the Grove Trust II Common Stock 11/02/2015 D 8 D 0 I As Trustee of the West LA Investment Trust No. 1-R Common Stock 11/02/2015 D 750 D 0 I By Nate Mack L.L.C.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option (Right to Buy) $ 75.87 11/02/2015 D 46,196 ( 4 ) 03/02/2016 Common Stock 46,196 ( 5 ) 0 D Stock Option (Right to Buy) $ 64.08 11/02/2015 D 30,157 ( 4 ) 07/13/2016 Common Stock 30,157 ( 5 ) 0 D Stock Option (Right to Buy) $ 74.79 11/02/2015 D 66,840 ( 4 ) 02/19/2017 Common Stock 66,840 ( 5 ) 0 D Stock Option (Right to Buy) $ 72.51 11/02/2015 D 30,432 ( 4 ) 07/24/2017 Common Stock 30,432 ( 5 ) 0 D Stock Option (Right to Buy) $ 54.88 11/02/2015 D 95,297 ( 4 ) 02/26/2018 Common Stock 95,297 ( 5 ) 0 D Stock Option (Right to Buy) $ 50.39 11/02/2015 D 22,506 ( 4 ) 07/22/2018 Common Stock 22,506 ( 5 ) 0 D Stock Option (Right to Buy) $ 50.17 11/02/2015 D 82,561 ( 4 ) 03/03/2020 Common Stock 82,561 ( 5 ) 0 D Restricted Stock Unit ( 6 ) 11/02/2015 D 28,403 ( 6 ) ( 6 ) Common Stock 28,403 ( 7 ) 0 D Stock Option (Right to Buy) $ 50.88 11/02/2015 D 23,923 ( 4 ) 07/20/2020 Common Stock 23,923 ( 5 ) 0 D Stock Option (Right to Buy) $ 60.89 11/02/2015 D 69,146 ( 4 ) 02/15/2021 Common Stock 69,146 ( 5 ) 0 D Restricted Stock Unit ( 6 ) 11/02/2015 D 21,678 ( 6 ) ( 6 ) Common Stock 21,678 ( 7 ) 0 D Stock Option (Right to Buy) $ 53.68 11/02/2015 D 85,531 ( 4 ) 07/19/2021 Common Stock 85,531 ( 5 ) 0 D Restricted Stock Unit ( 6 ) 11/02/2015 D 15,625 ( 6 ) ( 6 ) Common Stock 15,625 ( 7 ) 0 D Restricted Stock Unit ( 6 ) 11/02/2015 D 11,860 ( 6 ) ( 6 ) Common Stock 11,860 ( 7 ) 0 D Restricted Stock Unit ( 6 ) 11/02/2015 D 11,500 ( 6 ) ( 6 ) Common Stock 11,500 ( 7 ) 0 D Restricted Stock Unit ( 6 ) 11/02/2015 D 11,549 ( 6 ) ( 6 ) Common Stock 11,549 ( 7 ) 0 D Restricted Stock Unit ( 6 ) 11/02/2015 D 16,710 ( 6 ) ( 6 ) Common Stock 16,710 ( 7 ) 0 D Restricted Stock Unit ( 6 ) 11/02/2015 D 21,411 ( 6 ) ( 6 ) Common Stock 21,411 ( 7 ) 0 D Cash Settled Restricted Stock Unit ( 8 ) 11/02/2015 D 11,282 ( 8 ) ( 8 ) Common Stock 11,282 ( 9 ) 0 D Cash Settled Restricted Stock Unit ( 8 ) 11/02/2015 D 15,141 ( 8 ) ( 8 ) Common Stock 15,141 ( 9 ) 0 D Cash Settled Restricted Stock Unit ( 8 ) 11/02/2015 D 15,302 ( 8 ) ( 8 ) Common Stock 15,302 ( 9 ) 0 D Cash Settled Restricted Stock Unit ( 8 ) 11/02/2015 D 13,539 ( 8 ) ( 8 ) Common Stock 13,539 ( 10 ) 0 D Stock Fund Units (SERP) ( 11 ) 11/02/2015 D 179,464 ( 11 ) ( 11 ) Common Stock 179,464 ( 12 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDSMITH RUSSELL D 400 N. ROXBURY DRIVE BEVERLY HILLS, CA90210 X Chairman, President and CEO Signatures /s/ Corinna Cherian, Attorney-in-Fact 11/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 2, 2015, Royal Bank of Canada (RBC) completed the previously announced merger of City National Corporation (City National) with and into RBC USA Holdco Corporation, a wholly owned subsidiary of RBC (Holdco), pursuant to the Agreement and Plan of Merger, dated January 22, 2015, by and among City National, RBC and Holdco (Merger Agreement). In accordance with the terms of the Merger Agreement, at the effective time of the merger these shares of City National common stock were converted into the right to receive the per share stock consideration. ( 2 )City National common stock held by Reporting Person in the City National Corporation Profit Sharing Plan as of October 31, 2015. ( 3 )In accordance with the terms of the Merger Agreement, at the effective time of the merger each share of City National common stock outstanding immediate prior to the effective time of merger, was converted into the right to receive the merger consideration. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities, for purposes of Section 16 or for any other purpose. ( 4 )Stock options vest at the rate of 25% per year, on each of the first four anniversaries of the grant date. ( 5 )In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National stock option granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was converted automatically into an option to purchase RBC common shares on the terms specified in the Merger Agreement. ( 6 )Each restricted stock unit represented a contingent right to receive one share of City National common stock. Restricted stock units vest annually in four equal installments beginning on the second anniversary of the grant date. Vested restricted stock units convert and are distributed at least six months after termination of employment. ( 7 )In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National restricted stock unit award granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was converted into a restricted stock unit award of RBC on the terms specified in the Merger Agreement. ( 8 )Each cash settled restricted stock unit was valued upon vesting based on the value of the one share of City National common stock. Cash settled restricted stock units vest annually in four equal installments beginning on the second anniversary of the grant date and settle in cash on the vesting date. ( 9 )In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National cash-settled restricted stock unit award granted prior to January 22, 2015 that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share cash consideration on the terms specified in the Merger Agreement. ( 10 )In accordance with the terms of the Merger Agreement, at the effective time of the merger, each City National cash-settled restricted stock unit award granted after January 22, 2015 that was outstanding immediately prior to the effective time of the merger was converted automatically into a cash-settled restricted stock unit award of RBC on the terms specified in the Merger Agreement. ( 11 )The Stock Fund Units were acquired under the Supplemental Executive Retirement Plan (SERP) and were deemed to be invested in City National common stock on a one-for-one basis and are generally distributed on termination, or following retirement on the date or dates specified by the reporting person. ( 12 )In accordance with the terms of the Merger Agreement at the effective time of the merger, the Stock Fund Units shall be invested in RBC common shares on the terms specified in the Merger Agreement.

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