SEC Form 4: Farnsworth Ron L covered exercise/tax liability with 5,062 shares and returned 301,874 shares to the company, closing all direct ownership in the company
$UMPQ
Commercial Banks
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UMPQUA HOLDINGS CORP [ UMPQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | F | 5,062(1) | D | $17.66 | 293,760 | D | |||
| Common Stock | 02/28/2023 | D | 293,760(2) | D | $0 | 0 | D | |||
| Common Stock | 02/28/2023 | D | 1,661(2) | D | $0 | 0 | I | by 401(k) | ||
| Common Stock | 02/28/2023 | D | 4,179(2) | D | $0 | 0 | I | by IRA | ||
| Common Stock | 02/28/2023 | D | 2,274(2) | D | $0 | 0 | I | by Spouse IRA | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Payment of a portion of the tax liability by delivering or withholding securities incident to the receipt or vesting of a security issued in accordance with Rule 16b-3. |
| 2. Disposed of with the Issuer's merger with Columbia Banking System. Each share of Issuer stock converted into a right to receive 0.5958 of a share of Columbia stock, with a market value of $17.71 per share of Issuer stock based on the closing price of Columbia stock on the last trading day prior to the merger of $29.73 per share. Each Issuer restricted and performance stock unit award was disposed of in exchange for restricted stock unit awards in respect of Columbia stock equal to the product of the number of shares of Issuer stock subject to the award multiplied by 0.5958. Each Columbia award will be subject to the terms and conditions (excluding performance-based vesting) of the converted Issuer award prior to the merger. The number of shares subject to the performance award was determined based on performance levels deemed satisfied as set forth in the merger agreement. As a result of the merger the reporting person no longer beneficially owns any shares of Issuer stock. |
| /s/ Andrew H. Ognall, Attorney-in-Fact for Ron L. Farnsworth | 03/01/2023 | |
| ** 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). | ||
| 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 Number. | ||