Friedman Fleischer & Lowe Capital Partners Iii Form 4 BANNER / Spencer C Fleischer ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Fleischer Spencer C

(Last) (First) (Middle)

C/O FFL PARTNERS, LLC

ONE MARITIME PLAZA, SUITE 2200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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, $0.01 par value per share(1)								697	D(1)
Common Stock, $0.01 par value per share	11/18/2016		S		422,693	D	$48.32	571,800	I	See footnotes(2)(6)(7)
Common stock, $0.01 par value per share	11/18/2016		S		280,111	D	$48.32	378,924	I	See footnotes(3)(6)(7)
Common stock, $0.01 par value per share	11/18/2016		S		8,954	D	$48.32	12,113	I	See footnotes(4)(6)(7)
Common stock, $0.01 par value per share	11/18/2016		S		8,242	D	$48.32	11,151	I	See footnotes(5)(6)(7)

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^*

Fleischer Spencer C

(Last) (First) (Middle)

C/O FFL PARTNERS, 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 MARTIME PLAZA, 22ND FLOOR

(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

(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

22ND FLOOR

(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 MARTIME PLAZA, 22ND FLOOR

(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 MARTIME PLAZA, 22ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Represents award of restricted stock pursuant to 2014 Omnibus Incentive Plan; shares fully vest on April 25, 2017. These shares are subject to forfeiture and to limits on transferability until they vest.

2. Held directly by Friedman Fleischer & Lowe Capital Partners III, L.P.

3. Held directly by Friedman Fleischer & Lowe Parallel Fund III, L.P.

4. Held directly by FFL Individual Partners III, L.P.

5. Held directly by FFL Executive Partners, L.P.

6. Each Reporting Person expressly disclaims beneficial ownership of the shares except to the extent of such Reporting Person's pecuniary interest therein. See Exhibit 99.1.

7. 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. The FFL Reporting Persons 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 FFL Funds (as defined in Exhibit 99.1) and the Issuer.

	/s/ Spencer C. Fleischer	11/21/2016
	** 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.