SEC Form 4 · accession 0000899243-17-014838
CASCADE BANCORP · CACB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark F Vassallo
10% Owner
LIGHTYEAR FUND II, L.P.
10% Owner
Lightyear Fund II GP Holdings, LLC
10% Owner
Lightyear Fund II GP, L.P.
10% Owner
LY Holdings, LLC
10% Owner
Period of report
May 30, 2017
Accepted (ET)
May 31, 2017 · 5:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000865911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 30, 2017 | S$0 | 11,438,500 | — | D | 0 | I | See Footnote |
| Common StockF1,F3 | May 30, 2017 | S$0 | 30,250 | — | D | 0 | I | See Footnote |
| Common StockF1,F4 | May 30, 2017 | S$0 | 27,661 | — | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each share of common stock, no par value (the "Common Stock"), of Cascade Bancorp (the "Issuer") was disposed of upon consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 17, 2016, by and among the Issuer and First Interstate BancSystem, Inc. ("FIBK") for the right to receive (i) 0.14864 shares of FIBK's Class A common stock and (ii) $1.91 in cash, without interest, with any fractional shares paid in cash. The Merger was consummated on May 30, 2017.
- F2The shares were held directly by Lightyear Fund II, L.P. The general partner of Lightyear Fund II, L.P. is Lightyear Fund II GP, L.P. The general partner of Lightyear Fund II GP, L.P. is Lightyear Fund II GP Holdings, LLC. The managing member of Lightyear Fund II GP Holdings, LLC is LY Holdings, LLC. The managing member of LY Holdings, LLC is Mr. Mark F. Vassallo.
- F3The shares were held directly by Lightyear Co-Invest Partnership II, L.P. The general partner of Lightyear Co-Invest Partnership II, L.P. is Lightyear Fund II GP Holdings, LLC. The managing member of Lightyear Fund II GP Holdings, LLC is LY Holdings, LLC. The managing member of LY Holdings, LLC is Mr. Mark F. Vassallo.
- F4The shares were held directly by Lightyear Capital II, LLC. The sole member of Lightyear Capital II, LLC is Lightyear Capital LLC. The managing member of Lightyear Capital LLC is Mr. Mark F. Vassallo.
Remarks
Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. Exhibit List: Exhibit 24 - Limited Power of Attorney