BOK FINANCIAL CORP — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOK FINANCIAL CORP ET AL (BOKF)
CIK: 0000875357
Period of Report: 2011-12-31

Reporting Person: LYBARGER STANLEY A (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Restricted Stock (1/12/17)	$	D	18302	Disposed		Common Stock (18302)	Direct
2011-12-31	Phantom Stock	$	A	18302	Acquired		Common Stock (18302)	Direct
2011-12-31	Phantom Stock	$	D	18302	Disposed		Common Stock (18302)	Direct

Footnotes

F1: Each share of Phantom Stock represents a right to receive one share of Common Stock, or at the Company's election, the cash value thereof.

F2: The Phantom Stock becomes payable upon the reporting person's termination of employment with the company.

F3: The reporting person elected to defer receipt of 18,302 shares of common stock issuable upon the vesting of restricted stock, receiving 18,302 shares of BOKF Phantom Stock. The reporting person elected to diversify the 18,302 shares of BOKF Phantom Stock into alternative investments.

F4: Represents the vesting and deferral of Restricted Stock into BOKF Phantom Stock. Restricted stock vests 5 years from the date of grant. Shares are subject to forfeiture (i) upon termination of employment prior to vesting, and (ii) certain performance earnings per share targets established pursuant to BOKF Executive Incentive Plan are not met.

F5: The reporting person elected to defer receipt of 18,302 shares of common stock issuable upon the vesting of restricted stock, receiving 18,302 shares of BOKF Phantom Stock. The Phantom Stock expires upon the termination of the Deferred Compensation Agreement which remain in effect until the reporting person's retirement or the agreement is otherwise terminated.