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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option | $ 1,611.72 | 04/18/2014 | D(2) | 455 | 07/25/2008 | 07/25/2015 | Common Stock | 455 | $ 0 | 0 | D | ||||
Restricted Stock Unit | (3) | 04/18/2014 | D(3) | 24,543 | (3) | (3) | Common Stock | 24,543 | $ 0 | 0 | D | ||||
Restricted Stock Unit | (3) | 04/18/2014 | D(3) | 15,784 | (3) | (3) | Common Stock | 15,784 | $ 0 | 0 | D | ||||
Restricted Stock Unit | (3) | 04/18/2014 | D(3) | 7,018 | (3) | 03/13/2015 | Common Stock | 7,018 | $ 0 | 0 | D | ||||
Restricted Stock Unit | (3) | 04/18/2014 | D(3) | 20,680 | (3) | (3) | Common Stock | 20,680 | $ 0 | 0 | D | ||||
Non-Qualified Stock Option | $ 21.76 | 04/18/2014 | D(4) | 19,702 | 04/29/2014 | 04/29/2023 | Common Stock | 19,702 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SEIBLY JOHN GREGORY 111 N. WALL STREET SPOKANE, WA 99201 |
X | CEO/President - SFC |
/s/ Lara L. Hemingway, attorney-in-fact | 04/22/2014 | |
**Signature of Reporting Person | Date |
* | 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) | Common stock of Sterling Financial Corporation ("Sterling") disposed of in connection with the merger of Sterling with and into Umpqua Holdings Corporation ("Umpqua") on April 18, 2014 pursuant to the Agreement and Plan of Merger, dated as of September 11, 2013, between Sterling and Umpqua, each share of Sterling's common stock was exchanged for $2.18 in cash and 1.671 shares of Umpqua common stock. |
(2) | This stock option was cancelled pursuant to the Agreement and Plan of Merger. These options carried exercise prices that were significantly in excess of the value of the merger consideration. Sterling received permission from the award recipient to cancel the award prior to the effective date of the merger. |
(3) | Restricted Stock Units ("RSUs") of Sterling disposed of pursuant to the Agreement and Plan of Merger. Each Sterling RSU will be converted into an Umpqua RSU per the equity award exchange ratio as referred to in the Agreement and Plan of Merger. |
(4) | Nonqualified stock options of Sterling disposed of pursuant to the Agreement and Plan of Merger. Each Sterling stock option will be converted into an option to purchase Umpqua common stock per the equity award exchange ratio as referred to in the Agreement and Plan of Merger. |