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*
NELL STEVEN E

(Last) (First) (Middle)
C/O FREDERIC DORWART, LAWYERS PLLC
124 E FOURTH STREET

(Street)
TULSA OK 74103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BOK FINANCIAL CORP [ BOKF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2023
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 02/28/2023 D 5,177(1) D $0 48,213 D
Common Stock 03/01/2023 A 6,366(2) A $0 54,579 D
Common Stock 36.36 I by 401(k) Plan
Common Stock 139 I Forrest Robert Nell Irrevocable Trust of 2016
Common Stock 238 I Emma Eleanor Nell Irrevocable Trust of 2016
Common Stock 238 I Stefani Grace Nell Irrevocable Trust of 2016
Common Stock 238 I Sara Rose Nell Irrevocable Trust of 2016
Common Stock 238 I Natalie Ann Nell Irrevocable Trust of 2016
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
Phantom Stock (3) (4) (4) Common Stock 11,924.8473 11,924.8473(5)(6) D
Explanation of Responses:
1. Represents forfeiture of unvested restricted stock based upon performance goals established pursuant to the BOKF Executive Incentive Plan for restricted stock awards made in 2020.
2. Represents restricted stock which vests on January 13, 2026. Shares are subject to forfeiture (i) upon termination of employment prior to vesting, and (ii) if certain performance earnings per share targets established pursuant to BOKF Executive Incentive Plan are not met.
3. 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.
4. The Phantom Stock becomes payable upon the reporting person's termination of employment with the Company.
5. Previous reports included an immaterial administrative error under reporting 3.74 shares of Phantom Stock.
6. Includes 180.124 shares of Phantom Stock acquired through a BOK Financial Corporation dividend reinvestment plan in which Mr. Nell is a participant.
/s/ Tamara Wagman, Power of Attorney 03/02/2023
** 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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