COMMERCE BANCSHARES INC /MO/ — Director's Dealing 2013

Apr 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCE BANCSHARES INC /MO/ (CBSH)
CIK: 0000022356
Period of Report: 2013-04-17

Reporting Person: KEMPER DAVID W (Director, Chairman of the Board, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-17	Common Stock	D	75338	—	Disposed	1050106	Direct
2013-04-17	Common Stock	A	75338	—	Acquired	1125444	Direct
2013-04-17	Common Stock	A	30676	—	Acquired	1156120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-17	Stock Appreciation Rights	$39.02	A	35989	Acquired	2023-04-17	Common Stock (35989)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1901	Indirect
Common Stock	14056	Indirect
Common Stock	14057	Indirect
Common Stock	0	Indirect
Common Stock	14056	Indirect
Common Stock	14057	Indirect
Common Stock	11099	Indirect
Common Stock	0	Indirect
Common Stock	27889	Indirect
Common Stock	0	Indirect
Common Stock	212060	Indirect
Common Stock	28099	Indirect

Footnotes

F1: On April 17, 2013, the Compensation and Human Resources Committee of the Company's Board of Directors approved the cancellation of 75,338 shares of unvested restricted stock, originally granted to David W. Kemper, which were subject to service-based vesting, and the replacement of those awards with an equal number of shares of performance-contingent restricted stock. The new grant contains the same service-based vesting period as the original cancelled grant, and vesting of the new grant is also subject to achievement of a performance target determined by the Compensation and Human Resources Committee.

F2: The stock appreciation rights vest in four equal annual installments beginning April 17, 2014.