0001127602-23-008127.txt : 20230302 0001127602-23-008127.hdr.sgml : 20230302 20230302111608 ACCESSION NUMBER: 0001127602-23-008127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230228 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'HAVER CORT L CENTRAL INDEX KEY: 0001490201 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34624 FILM NUMBER: 23697085 MAIL ADDRESS: STREET 1: ONE SW COLUMBIA ST STE 1200 CITY: PORTLAND STATE: OR ZIP: 97258 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UMPQUA HOLDINGS CORP CENTRAL INDEX KEY: 0001077771 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 931261319 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE SW COLUMBIA STREET STREET 2: SUITE 1200 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 503-727-4100 MAIL ADDRESS: STREET 1: ONE SW COLUMBIA STREET STREET 2: SUITE 1200 CITY: PORTLAND STATE: OR ZIP: 97204 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2023-02-28 1 0001077771 UMPQUA HOLDINGS CORP UMPQ 0001490201 O'HAVER CORT L 5885 MEADOWS ROAD, SUITE 400 LAKE OSWEGO OR 97035 1 1 President & CEO Common Stock 2023-02-28 4 F 0 15538 17.66 D 685730 D Common Stock 2023-02-28 4 D 0 685730 0 D 0 D Payment of a portion of the tax liability by delivering or withholding securities incident to the receipt or vesting of a security issued in accordance with Rule 16b-3. Disposed of with the Issuer's merger with Columbia Banking System. Each share of Issuer stock converted into a right to receive 0.5958 of a share of Columbia stock, with a market value of $17.71 per share of Issuer stock based on the closing price of Columbia stock on the last trading day prior to the merger of $29.73 per share. Each Issuer restricted and performance stock unit award was disposed of in exchange for restricted stock unit awards in respect of Columbia stock equal to the product of the number of shares of Issuer stock subject to the award multiplied by 0.5958. Each Columbia award will be subject to the terms and conditions (excluding performance-based vesting) of the converted Issuer award prior to the merger. The number of shares subject to the performance award was determined based on performance levels deemed satisfied as set forth in the merger agreement. As a result of the merger the reporting person no longer beneficially owns any shares of Issuer stock. /s/ Andrew H. Ognall, Attorney-in-Fact for Cort L. O'Haver 2023-03-01