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 |
| |||||||||||||||
| 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)
| 2. Issuer Name and Ticker or Trading Symbol CASCADE BANCORP [ CACB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 05/30/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 05/30/2017 | U | 8,822,279(1) | D | (2) | 0(3) | D(4)(5)(6) | |||
| Common Stock | 05/30/2017 | U | 2,646,471(7) | D | (2) | 0(3) | D(4)(5)(8) | |||
| Common Stock | 05/30/2017 | U | 4,693(9) | D | (2) | 0(3) | I(4)(5)(10) | See footnotes(9)(10) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| 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. |
| Remarks: |
| /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. | 06/01/2017 | |
| ** 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 Number. | ||