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* PHILPOTT STEVEN L (Last) (First) (Middle) ONE SW COLUMBIA STREET, SUITE 1200 (Street) PORTLAND OR 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/General Counsel/Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 02/06/2008
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2008		P		400	A	$15.49	23,368	D
Common Stock	02/06/2008		J		21	A	(1)	1,604(2)	I	by 401(k)
Common Stock								3,147	I	by Corporation(3)
Common Stock								439	I	by Spouse(4)
Common Stock								178	I	by Spouse IRA(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
Incentive Stock Option (right to buy)	$12.36							12/20/2001(5)	12/20/2010	Common Stock	323		323	D
Incentive Stock Option (right to buy)	$13.23							12/19/2001(5)	12/19/2011	Common Stock	1,498		1,498	D
Incentive Stock Option (right to buy)	$13.7							12/21/1999(5)	12/21/2009	Common Stock	1,497		1,497	D
Non-Qualified Stock Option (right to buy)	$15.5							01/28/2009(6)	01/27/2018	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$22.94							04/19/2006(7)	04/19/2015	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (right to buy)	$23.49							01/20/2006(8)	01/20/2015	Common Stock	1,500		1,500	D

Explanation of Responses:

1. Not required.

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

3. Steven L. Philpott , P.C. (100%)

4. The reporting person disclaims beneficial ownership of these securities.

5. All options are fully vested.

6. Option granted 1/28/08. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.

7. Option granted 4/20/05. Beginning on the day before the first anniversary of the grant date, the options vest 20% per year for five years.

8. Option granted 1/21/05. Beginning on the day before the first anniversary of the grant date, the options vest 20% per year for five years.

	Steven L. Philpott	02/07/2008
	** 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).
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