Edgar Filing: HILL VERNON W II

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HILL VERNON W II

2. Issuer Name and Ticker or Trading Symbol
COMMERCE BANCORP INC /NJ/ [CBH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, CEO & President

(Last)

(First)

(Middle)

COMMERCE BANCORP, INC, 1701 ROUTE 70 EAST

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2006

(Street)

CHERRY HILL, NJ 08034

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2006		M⁽¹⁾		607,748	A	$ 4.78	0	D
Common Stock	12/18/2006		F⁽¹⁾		303,693	D	$ 36.58	0	D
Common Stock	12/19/2006		G⁽¹⁾		39,335	D	$ 0	1,606,973	D
Common Stock								90,078	I	By Wife
Common Stock								71,496	I	InterArch
Common Stock								333,390	I	InterArch PS Plan
Common Stock								253,154	I	Hill Family Trust
Common Stock	12/19/2006		G⁽¹⁾		39,335	A	$ 0	371,988	I	Hill Foundation
Common Stock								314,433	I	J. V. Properties
Common Stock								291,084	I	S. J. Dining
Common Stock								297,332	I	U. S. Restaurants
Common Stock								207,360	I	Site Development
Common Stock								9,045	I	Galloway National Golf
Common Stock								7,103	I	401 (k)
Common Stock								76,410	I	ESOP Allocation

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Right to Buy ⁽²⁾ ⁽³⁾

$ 4.79

12/18/2006

607,748

12/18/1997

12/18/2006

Common Stock

607,748

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HILL VERNON W II COMMERCE BANCORP, INC 1701 ROUTE 70 EAST CHERRY HILL, NJ 08034	X		Chairman, CEO & President

Signatures

Vernon W. Hill		12/20/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 31, 2006.
(2)	Granted under the Company's 1997 and 2004 Employee Stock Option Plans, which are 16b-3 plans.
(3)	Reflects the Company's two-for-one stock split, in the form of a 100% stock dividend, that was declared on February 15, 2005.

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