SEC Form 4 · accession 0001209191-17-036815
CASCADE BANCORP · CACB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Leonard Green & Partners, L.P.
10% Owner
LGP MANAGEMENT INC
10% Owner
GEI Capital V, LLC
10% Owner
Green Equity Investors Side V, L.P.
10% Owner
Green Equity Investors V, L.P.
10% Owner
Green V Holdings, LLC
10% Owner
Period of report
May 30, 2017
Accepted (ET)
Jun 1, 2017 · 4:44 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,F3,F4,F5,F6 | May 30, 2017 | U | 8,822,279 | — | D | 0 | D | |
| Common StockF7,F2,F3,F4,F5,F8 | May 30, 2017 | U | 2,646,471 | — | D | 0 | D | |
| Common StockF9,F2,F3,F4,F5,F10 | May 30, 2017 | U | 4,693 | — | D | 0 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Shares reported on this row were owned by Green Equity Investors V, L.P. ("GEI V") and were automatically converted pursuant to the Conversion described in note 2 to this Form 4.
- F10LGP serves as the management company of GEI V and GEI Side V. GEI V and GEI Side V, as affiliated entities of LGP, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the shares of common stock owned by LGP.
- F2On May 30, 2017, pursuant to an Agreement and Plan of Merger entered into by and between the Issuer and First Interstate BancSystem, Inc. ("First Interstate"), each outstanding share of common stock of the Issuer ("Share") was automatically converted into the right to receive 0.14864 of a Class A share of First Interstate and $1.91 in cash (the "Conversion"), for an aggregate amount of 1.7 million Class A shares of First Interstate and $21.9 million in cash received by the reporting persons.
- F3As of the effective time of the Conversion, GEI V, Green Equity Investors Side V, L.P. ("GEI Side V"), and Leonard Green & Partners, L.P. ("LGP") no longer own, directly or indirectly, any Shares.
- F4GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. LGP is the manager of GEI V and GEI Side V, and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
- F5GEI Side V, as an affiliated entity of GEI V, LGP, as the manager of GEI V and GEI Side V, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V and GEI Side V, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares (in the case of GEI Side V, the GEI V Shares, in the case of GEI V, the GEI Side V Shares) owned by GEI V or GEI Side V.
- F6Each of GEI Side V, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F7The Shares reported on this row were owned by GEI Side V and were automatically converted pursuant to the Conversion described in note 2 to this Form 4.
- F8Each of GEI V, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F9The Shares reported on this row were owned by LGP in respect of Michael J. Connolly's service on the Issuer board of directors and were automatically converted pursuant to the Conversion described in note 2 to this Form 4.