| 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)
| 2. Issuer Name and Ticker or Trading Symbol CASCADE BANCORP [ CACB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 05/30/2017 | D | 173,918 | D | (1) | 0 | D | |||
| Common Stock | 05/30/2017 | D | 7,000 | D | (1) | 0 | I | By Spouse | ||
| 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 | ||||||||
| Stock Options (right to buy) | $4.79 | 05/30/2017 | D | 250,000 | (2) | 02/03/2025 | Common Stock | 250,000 | $2.75(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Merger Agreement (defined below), each outstanding share of common stock of the Issuer (defined below) was converted into the right to receive $1.91 in cash plus 0.14864 shares of First Interstate Class A common stock. First Interstate Class A common stock had a closing market value of $34.30 on the date of the merger. |
| 2. The stock options will vest as follows: fifty percent (50%) on February 3, 2018, twenty-five percent (25%) on February 3, 2019, and twenty-five percent (25%) on February 3, 2020. |
| 3. Pursuant to the Merger Agreement, each outstanding option to acquire common stock of the Issuer was cancelled in exchange for the right to receive cash in an amount equal to (i) the difference between $7.54 and the exercise price of such option multiplied by (ii) the number of shares of Cascade common stock subject to such option. |
| Remarks: |
| All outstanding securities and derivatives issued by Cascade Bancorp (the "Issuer") were disposed of pursuant to the Agreement and Plan of Merger, dated November 17, 2016, between First Interstate BancSystem, Inc. ("First Interstate"), and the Issuer (the "Merger Agreement"), pursuant to which, on May 30, 2017, Cascade Bancorp merged with and into First Interstate, with First Interstate surviving the merger. |
| /s/ Daniel J. Lee | 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. | ||
