Cascade Bancorp (CACB) Form 4 CASCADE BANCORP / Mark F Vassallo 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

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X

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^*

Lightyear Fund II GP Holdings, LLC

(Last) (First) (Middle)

C/O LIGHTYEAR CAPITAL LLC

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CASCADE BANCORP [ CACB ]

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

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

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)

	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	05/30/2017		S(1)		11,438,500	D	(1)	0	I	See Footnote(2)
Common Stock	05/30/2017		S(1)		30,250	D	(1)	0	I	See Footnote(3)
Common Stock	05/30/2017		S(1)		27,661	D	(1)	0	I	See Footnote(4)

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^*

Lightyear Fund II GP Holdings, LLC

(Last) (First) (Middle)

C/O LIGHTYEAR CAPITAL LLC

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightyear Fund II GP, L.P.

(Last) (First) (Middle)

C/O LIGHTYEAR CAPITAL LLC

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LIGHTYEAR FUND II, L.P.

(Last) (First) (Middle)

C/O LIGHTYEAR CAPITAL LLC

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightyear Co-Invest Partnership II, L.P.

(Last) (First) (Middle)

C/O LIGHTYEAR CAPITAL LLC

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LY Holdings, LLC

(Last) (First) (Middle)

C/O LIGHTYEAR CAPITAL LLC

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vassallo Mark F

(Last) (First) (Middle)

C/O LIGHTYEAR CAPITAL LLC

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Each share of common stock, no par value (the "Common Stock"), of Cascade Bancorp (the "Issuer") was disposed of upon consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 17, 2016, by and among the Issuer and First Interstate BancSystem, Inc. ("FIBK") for the right to receive (i) 0.14864 shares of FIBK's Class A common stock and (ii) $1.91 in cash, without interest, with any fractional shares paid in cash. The Merger was consummated on May 30, 2017.

2. The shares were held directly by Lightyear Fund II, L.P. The general partner of Lightyear Fund II, L.P. is Lightyear Fund II GP, L.P. The general partner of Lightyear Fund II GP, L.P. is Lightyear Fund II GP Holdings, LLC. The managing member of Lightyear Fund II GP Holdings, LLC is LY Holdings, LLC. The managing member of LY Holdings, LLC is Mr. Mark F. Vassallo.

3. The shares were held directly by Lightyear Co-Invest Partnership II, L.P. The general partner of Lightyear Co-Invest Partnership II, L.P. is Lightyear Fund II GP Holdings, LLC. The managing member of Lightyear Fund II GP Holdings, LLC is LY Holdings, LLC. The managing member of LY Holdings, LLC is Mr. Mark F. Vassallo.

4. The shares were held directly by Lightyear Capital II, LLC. The sole member of Lightyear Capital II, LLC is Lightyear Capital LLC. The managing member of Lightyear Capital LLC is Mr. Mark F. Vassallo.

Remarks:

Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. Exhibit List: Exhibit 24 - Limited Power of Attorney

	LIGHTYEAR FUND II GP HOLDINGS, LLC, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President	05/31/2017
	LIGHTYEAR FUND II GP, L.P., By: Lightyear Fund II GP Holdings, LLC, its general partner, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President	05/31/2017
	LIGHTYEAR FUND II, L.P., By: Lightyear Fund II GP, L.P., its general partner, By: Lightyear Fund II GP Holdings, LLC, its general partner, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President	05/31/2017
	LIGHTYEAR CO-INVEST PARTNERSHIP II, L.P., By Lightyear Fund II GP Holdings, LLC, its general partner, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President	05/31/2017
	LY HOLDINGS, LLC, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President	05/31/2017
	MARK F. VASSALLO, /s/ Ellan Ben-Hayon, By: Ellan Ben-Hayon, Attorney-in-Fact	05/31/2017
	** Signature of Reporting Person	Date
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