CULLEN/FROST BANKERS, INC.

Major Shareholding Notification • Feb 8, 2019

SC 13G/A 1 schedule13ga2018.htm SC 13G/A html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2019 Workiva Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 38)

Cullen/Frost Bankers, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

229899 10 9

(CUSIP Number)

Check the following box if a fee is being paid with this statement: /__/

CUSIP No. 229899 10 9

1) Names of Reporting Persons S.S. or I.R.S.

Identification Nos. of Above Persons.

Cullen/Frost Bankers, Inc. ("Cullen/Frost Bankers")

74-1751768

---

2) Check the Appropriate Box if a Member of a Group (See

Instructions).

(a) /__/

(b) /__/

---

3) SEC USE ONLY

---

4) Citizenship or Place of Organization. Incorporated

under the laws of the State of Texas

---

Number of Shares Beneficially Owned by Each Reporting Person

with:

5) Sole Voting Power 209,665

6) Shared Voting Power 2,891,556 **

7) Sole Dispositive Power 269,892

8) Shared Dispositive Power 5,386

---

9) Aggregate Amount Beneficially Owned by Each Reporting

Person. 4,419,479 *

---

10) Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)

---

11) Percent of Class Represented by Amount in Row 9.

7.0 %

---

12) Type of Reporting Person (See Instructions). HC

---

• Includes 1,318,258 shares with respect to which subsidiaries of Cullen/Frost Bankers have no voting power

and 4,144,201 ** shares with respect to which subsidiaries of Cullen/Frost Bankers have no dispositive power.

Inasmuch as all shares are held by subsidiaries of Cullen/Frost Bankers in a fiduciary capacity, Cullen/Frost

Bankers explicitly disclaims beneficial ownership of all such shares for purposes of Sections 13(d) and 13(g)

of the Securities Exchange Act of 1934 ("1934 Act") pursuant to the provisions of Rule 13d-4 promulgated

under the 1934 Act.

** Includes 2,884,431 shares held by participants of the 401(k) Plan.

2

CUSIP No. 229899 10 9

---

1) Names of Reporting Persons S.S. or I.R.S. Identification

Nos. of Above Persons

Frost Bank 74-0635455

---

2) Check the Appropriate Box if a Member of a Group (See

Instructions)

(a) /__/

(b) /__/

---

3) SEC USE ONLY

---

Citizenship or Place of Organization.

Incorporated under the laws of the United States

---

Number of Shares Beneficially Owned by Each Reporting Person

With:

5) Sole Voting Power 209,665

6) Shared Voting Power 2,891,556 **

7) Sole Dispositive Power 269,892

8) Shared Dispositive Power 5,386

---

9) Aggregate Amount Beneficially Owned by Each Reporting

Person. 4,419,479 *

---

10) Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)

---

11) Percent of Class Represented by Amount in Row 9.

7.0 %

---

12) Type of Reporting Person (See Instructions). BK

---

• Includes 1,318,258 shares with respect to which Frost Bank has no voting power and 4,144,201 ** shares

with respect to which Frost Bank has no dispositive power. Inasmuch as all shares are held by Frost Bank

in a fiduciary capacity, Frost Bank explicitly disclaims beneficial ownership of all such shares for purposes

of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 ("1934 Act") pursuant of the provisions

of Rule 13d-4 promulgated under the 1934 Act.

** Includes 2,884,431 shares held by participants of the 401(k) Plan.

3

Item 1 (a) Name of Issuer:

Cullen/Frost Bankers, Inc. ("Cullen/Frost Bankers")

Item 1 (b) Address of Issuer's Principal Executive Offices:

100 West Houston Street

San Antonio, Texas 78205

Item 2 (a) Name of Persons Filing:

Cullen/Frost Bankers and Frost Bank

Item 2 (b) Address or Principal Business Office or, if none,

Residence:

The address of Cullen/Frost Bankers and Frost Bank

is 100 W. Houston Street, San Antonio, Texas 78205

Item 2 (c) Citizenship:

Cullen/Frost Bankers is incorporated under the laws

of the State of Texas; Frost Bank is incorporated

under the laws of the United States.

Item 2 (d) Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2 (e) CUSIP Number:

229899 10 9

Item 3 If this statement is filed pursuant to Rules 13d-

1(b), or 13d-2(b), check whether the person filing

is a:

(a) [ ] Broker or Dealer registered under section

15 of the Act

(b) [x] Bank as defined in section 3(a)(6) of the

Act (Note: See Items 2, 4, 6, and 7)

(Frost Bank)

(c) [ ] Insurance Company as defined in sections

3(a)(19) of the Act

(d) [ ] Investment Company registered under

sections 8 of the Investment Company Act

4

(e) [ ] Investment Adviser registered under

section 203 of the Investment Advisers

Act of 1940

(f) [ ] Employee Benefit Plan, Pensions Fund

which is subject to the provisions of

the Employee Retirement Income Security

Act of 1974 or Endowment Fund; see

s 240.13d-1(b) (1) (ii) (F)

(g) [x] Parent Holding Company, in accordance

with s 340.13d-1(b) (ii) (G) (Note: See

Items 2, 4, 5, and 7) (Cullen/Frost

Bankers)

(h) [ ] Group, in accordance with s 240.13d-

1(b) (1) (ii) (H)

Item 4 Ownership:

(a) Amount Beneficially Owned:

At December 31, 2018, Cullen/Frost Bankers was deemed to have

owned beneficially 4,419,479 shares of Cullen/Frost Bankers Common Stock,

including -0- shares where there was a right to acquire. Included among

such shares were shares which were beneficially owned by

Frost Bank, a wholly-owned subsidiary of Cullen/Frost Bankers.

(b) Percent of Class:

Cullen/Frost Bankers 7.0 %

Frost Bank 7.0 %

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote

Cullen/Frost Bankers 209,665 shares

Frost Bank 209,665

(ii) Shared power to vote or to direct the

vote

Cullen/Frost Bankers 2,891,556 ** shares

Frost Bank 2,891,556 **

(iii) sole power to dispose or to direct the

disposition of

Cullen/Frost Bankers 269,892 shares

Frost Bank 269,892

5

(iv) shared power to dispose or to direct

the disposition of

Cullen/Frost Bankers 5,386 shares

Frost Bank 5,386

These totals do not include a total of 1,318,258 shares with respect to which Cullen/Frost Bankers and

Frost Bank have no voting power and ** 4,144,201 shares with respect to which Cullen/Frost Bankers and

Frost Bank have no dispositive power. Inasmuch as all shares described are held by subsidiaries of

Cullen/Frost Bankers in a fiduciary capacity, Cullen/Frost Bankers and Frost Bank specifically disclaim

beneficial ownership of all such shares for purposes of Sections 13 (d) and 13 (g) of the Securities

Exchange Act of 1934 ("1934 Act") pursuant to Rule 13d-4 promulgated under the 1934 Act.

Item 5 Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6 Ownership of More than Five Percent on Behalf of

Another Person.

At December 31, 2018, Frost Bank did not own

securities of Cullen/Frost Bankers for their own

account; but, said bank held of record in various

fiduciary capacities an aggregate of 4,419,479 shares.

The Bank has reported to Cullen/Frost Bankers

that these securities, registered in the name of the

reporting bank as fiduciary or in the names of various

of their nominees, were owned by a separate instrument

which sets forth the power of the reporting bank with

regard to the securities held in such account.

Virtually all of these accounts involved persons who

have the right to receive or direct the receipt of

dividends from, or the proceeds of the sale of, the

securities reported in Item 4. The individual

interest of each of said persons did not relate to

more than five percent of the class.

** Includes 2,884,431 shares held by participants of the 401(k) Plan.

6

Item 7 Identification and Classification of the Subsidiary

Which Acquired the Security Being Reported on By the

Parent Holding Company.

All of the securities being reported on are held of

record by Frost Bank. Each of such entities

is an Item 3(b) entity. See Items 4 and 6.

Item 8 Identification and Classification of Members of the

Group.

Not Applicable.

Item 9 Notice of Dissolution of Group.

Not Applicable.

Item 10 Certification.

By signing below, I certify that, to the best of my knowledge and belief,

the securities referred to above were acquired in the ordinary course of

business and were not acquired for the purpose of and do not have the

effect of changing or influencing the control of the issuer of such securities

and were not acquired in connection with or as a participant in any transaction

having such purposes or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information

set forth in this statement is true, complete and correct.

January 25, 2019

Date

CULLEN/FROST BANKERS, INC.

/s/ James L. Waters

Signature

James L. Waters, Corporate Secretary

Name/Title

FROST BANK

/s/ Russ Morse

Signature

Russ Morse, Executive Vice President

Name/Title

7

Exhibit A

AGREEMENT

Cullen/Frost Bankers, Inc. and Frost Bank do each hereby agree that the Schedule 13G, to which this

Agreement is attached as Exhibit A, shall be jointly filed by such entities.

IN WITNESS WHEREOF, Cullen/Frost Bankers, Inc., acting by and through a duly authorized officer,

and Frost Bank, acting by and through a duly authorized officer, have executed this Agreement, on the 25 th

day of January, 2019 .

CULLEN/FROST BANKERS, INC.

By /s/ James L. Waters

Its Corporate Secretary

FROST BANK

By /s/ Russ Morse

Its Executive Vice President

8