SEC FORM 4

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^*

SULLIVAN DANIEL A

(Last)

(First)

(Middle)

ONE SW COLUMBIA STREET, SUITE 1200

(Street)

PORTLAND

97258

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UMPQUA HOLDINGS CORP [ UMPQ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/CFO-Umpqua Holdings Corp

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2005

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/28/2005		S		5,000	D	$26.5011	32,767	D
Class A Common Stock								3,081⁽¹⁾	I	By 401(k)
Class A Common Stock								204	I	By IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy) - Granted 1/2/2002	$13.34							01/01/2003⁽²⁾	01/02/2012	Class A Common Stock	20,000		20,000	D
Stock Option (Right to Buy) - Granted 1/21/2005	$23.49							01/20/2006⁽³⁾	01/20/2015	Class A Common Stock	40,000		40,000	D
Stock Option (Right to Buy) - Granted 4/1/1998	$12							03/31/1999⁽⁴⁾	04/01/2009	Class A Common Stock	10,000		10,000	D
Stock Option (Right to Buy) - Granted 4/30/2000	$8.375							04/30/2001⁽²⁾	04/30/2010	Class A Common Stock	15,000		15,000	D
Stock Option (Right to Buy) - Granted 5/3/1999	$9.625							05/03/2000⁽⁴⁾	05/03/2010	Class A Common Stock	25,000		25,000	D
Stock Option (Right to Buy) Granted 9/30/2003	$19.01							09/30/2004⁽⁵⁾	09/30/2013	Class A Common Stock	10,000		10,000	D

Explanation of Responses:

1. Holdings reported include shares acquired in the 401(k)/Profit Sharing plan through dividend reinvestment, payroll deferrals and/or employer contributions.

2. Beginning on the first anniversary of the grant date, the options vest 25% per year for the first three years, 15% in the fourth year and 10% in the fifth year.

3. Beginning on the day before the first anniversary of the grant date, the options vest 20% per year for five years.

4. All options are fully vested.

5. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.

Remarks:

	By: Steven Philpott - Attorney in Fact for	10/28/2005
	** 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.