SEC Form 4 · accession 0001140361-16-087474
BANNER CORP · BANR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 18, 2016
Accepted (ET)
Nov 21, 2016 · 7:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000946673
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF2,F6,F7 | Nov 18, 2016 | S | 422,693 | $48.32 | D | 571,800 | I | See footnotes |
| Common stock, $0.01 par value per shareF3,F6,F7 | Nov 18, 2016 | S | 280,111 | $48.32 | D | 378,924 | I | See footnotes |
| Common stock, $0.01 par value per shareF4,F6,F7 | Nov 18, 2016 | S | 8,954 | $48.32 | D | 12,113 | I | See footnotes |
| Common stock, $0.01 par value per shareF5,F6,F7 | Nov 18, 2016 | S | 8,242 | $48.32 | D | 11,151 | I | See footnotes |
| Common Stock, $0.01 par value per shareF1 | holding | — | — | — | 697 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents award of restricted stock pursuant to 2014 Omnibus Incentive Plan; shares fully vest on April 25, 2017. These shares are subject to forfeiture and to limits on transferability until they vest.
- F2Held directly by Friedman Fleischer & Lowe Capital Partners III, L.P.
- F3Held directly by Friedman Fleischer & Lowe Parallel Fund III, L.P.
- F4Held directly by FFL Individual Partners III, L.P.
- F5Held directly by FFL Executive Partners, L.P.
- F6Each Reporting Person expressly disclaims beneficial ownership of the shares except to the extent of such Reporting Person's pecuniary interest therein. See Exhibit 99.1.
- F7Solely for purposes of Section 16 of the Securities Exchange Act of 1934, each of Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P., FFL Individual Partners III, L.P., FFL Executive Partners III, L.P., Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC (the "FFL Reporting Persons"), may be deemed to be directors-by-deputization by virtue of their right to designate a member of the board of directors of the Issuer. The FFL Reporting Persons designated Spencer C. Fleischer as a member of the board of directors of the Issuer, effective October 1, 2015 pursuant to that certain Investment Letter Agreement, dated as of November 5, 2014, by and between the FFL Funds (as defined in Exhibit 99.1) and the Issuer.