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* DAVIS RAYMOND P (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) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 04/27/2013
	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	08/02/2013		F		1,732(1)	D	$17.32	375,506	D
Common Stock	08/02/2013		J		83	A	(2)	6,484(3)	I	by 401(k)
Common Stock	08/02/2013		J		87	A	(2)	6,785(4)	I	by SRP Plan
Common Stock								2,955	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$18.58	06/30/2013		J			75,000	07/01/2004(5)	06/30/2013	Common Stock	75,000	$0(2)	0	D
Non-Qualified Stock Option (right to buy)	$19.31	04/27/2013		J			75,000	04/27/2004(5)	04/27/2013	Common Stock	75,000	$0(2)	0	D
Non-Qualified Stock Option (right to buy)	$9.23							02/02/2010(6)	02/01/2019	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$10.97							01/31/2014(7)	01/30/2021	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$11.59							07/21/2009(6)	07/20/2018	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$12.87							08/02/2011(8)	08/01/2020	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$15.5							01/28/2009(6)	01/27/2018	Common Stock	100,000		100,000	D
Non-Qualified Stock Option (right to buy)	$24.71							01/03/2006(6)	01/03/2015	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$26.12							12/31/2007(6)	03/05/2017	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$28.425							01/18/2007(6)	01/17/2016	Common Stock	25,000		25,000	D

Explanation of Responses:

1. Payment of tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

2. Not required.

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

4. Holdings reported include shares acquired pursuant to a dividend reinvestment plan for this account.

5. All shares expired.

6. All options are fully vested.

7. Option granted 1/31/2011. The options vest three years following the grant date to the extent that the issuer's total shareholder return achieves specified targets as compared with the KRXTR regional bank stock index.

8. Option granted 8/2/2010. Beginning on the first anniversary of the grant date, the options vest at 30% per year for the first two years and 20% for the third and fourth years.

	By: Steven L. Philpott, Attorney in Fact For: Raymond P. Davis	08/02/2013
	** 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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