FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Green Equity Investors V, L.P.
2. Issuer Name and Ticker or Trading Symbol

CASCADE BANCORP [ CACB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YYYY)

5/30/2017
(Street)

LOS ANGELES, CA 90025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/30/2017     U    8822279   (1) D   (2) 0   (3) D   (4) (5) (6)  
Common Stock   5/30/2017     U    2646471   (7) D   (2) 0   (3) D   (4) (5) (8)  
Common Stock   5/30/2017     U    4693   (9) D   (2) 0   (3) I   (4) (5) (10) See footnotes   (9) (10)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  The Shares reported on this row were owned by Green Equity Investors V, L.P. ("GEI V") and were automatically converted pursuant to the Conversion described in note 2 to this Form 4.
(2)  On May 30, 2017, pursuant to an Agreement and Plan of Merger entered into by and between the Issuer and First Interstate BancSystem, Inc. ("First Interstate"), each outstanding share of common stock of the Issuer ("Share") was automatically converted into the right to receive 0.14864 of a Class A share of First Interstate and $1.91 in cash (the "Conversion"), for an aggregate amount of 1.7 million Class A shares of First Interstate and $21.9 million in cash received by the reporting persons.
(3)  As of the effective time of the Conversion, GEI V, Green Equity Investors Side V, L.P. ("GEI Side V"), and Leonard Green & Partners, L.P. ("LGP") no longer own, directly or indirectly, any Shares.
(4)  GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. LGP is the manager of GEI V and GEI Side V, and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
(5)  GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V and GEI Side V, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V and GEI Side V, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares (in the case of GEI Side V, the GEI V Shares, in the case of GEI V, the GEI Side V Shares) owned by GEI V or GEI Side V.
(6)  Each of GEI Side V, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purposes.
(7)  The Shares reported on this row were owned by GEI Side V and were automatically converted pursuant to the Conversion described in note 2 to this Form 4.
(8)  Each of GEI V, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purposes.
(9)  The Shares reported on this row were owned by LGP in respect of Michael J. Connolly's service on the Issuer board of directors and were automatically converted pursuant to the Conversion described in note 2 to this Form 4.
(10)  LGP serves as the management company of GEI V and GEI Side V. GEI V and GEI Side V, as affiliated entities of LGP, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the shares of common stock owned by LGP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Green Equity Investors V, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025

X

GEI Capital V, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025

X

Green Equity Investors Side V, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025

X

Green V Holdings, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025

X

Leonard Green & Partners, L.P.
11111 SANTA MONICA BLVD
STE 2000
LOS ANGELES, CA 90025

X

LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025

X


Signatures
/s/ Andrew C. Goldberg, Vice President, General Counsel and Secretary of GEI Capital V, LLC, the general partner of Green Equity Investors V, L.P. 6/1/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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