Friedman Fleischer & Lowe Capital Partners Iii Form 3/A BANNER / Spencer C Fleischer ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fleischer Spencer C

(Last) (First) (Middle)

C/O FREIDMAN FLEISCHER & LOWE GP III LLC

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2015

3. Issuer Name and Ticker or Trading Symbol
BANNER CORP [ BANR ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/09/2015

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Fleischer Spencer C

(Last) (First) (Middle)

C/O FREIDMAN FLEISCHER & LOWE GP III LLC

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III LP

(Last) (First) (Middle)

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III LP

(Last) (First) (Middle)

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FFL Individual Partners III, L.P.

(Last) (First) (Middle)

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FFL EXECUTIVE PARTNERS III LP

(Last) (First) (Middle)

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Friedman Fleischer & Lowe GP III, L.P.

(Last) (First) (Middle)

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Friedman Fleischer & Lowe GP III, LLC

(Last) (First) (Middle)

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

Remarks:

This Form 3/A amends and restates the original Form 3 filed on October 9, 2015 (the "Original Form 3"). The shares referred to in the Original Form 3 are now described on a separate Form 4 filed with the U.S. Securities and Exchange Commission on the date hereof reflecting the acquisition of such shares on October 1, 2015, as further described in such Form 4. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, each of Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P., FFL Individual Partners III, L.P., FFL Executive Partners III, L.P., Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC (the "FFL Reporting Persons"), may be deemed to be directors-by-deputization by virtue of their right to designate a member of the board of directors of the Issuer effective as of October 1, 2015, the closing date of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 5, 2014, by and among the Issuer, SKBHC Holdings LLC and Starbuck Bancshares, Inc. The FFL Reporting Persons have designated Spencer C. Fleischer as a member of the board of directors of the Issuer, effective October 1, 2015, pursuant to that certain Investment Letter Agreement, dated as of November 5, 2014, by and between the Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P., FFL Individual Partners III, L.P., and FFL Executive Partners III, L.P. (the "FFL Funds")) and the Issuer.

No securities are beneficially owned.

	/s/Spencer C. Fleischer	01/15/2016
	** Signature of Reporting Person	Date
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