CACB Cascade Bancorp

Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Cascade Bancorp

(Name of Issuer)

Common Stock, no par value

(Title and Class of Securities)

147154108

(CUSIP Number)

Jennifer Bellah Maguire

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071-3197

(213) 229-7986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 17, 2016

(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.  ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This Amendment No. 1 to Schedule 13D (this “ Amendment ”) relates to shares (the “ Shares ”) of Common Stock, no par value per share (the “ Common Stock ”), of Cascade Bancorp, an Oregon corporation (the “ Issuer” ).

The address of the Issuer’s principal executive offices is 1100 N.W. Wall Street, Bend, Oregon 97701.

The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

The names of the directors and executive officers of LGPM are set forth on Schedule 1, which is incorporated herein by reference.

The disclosure provided in Item 4 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

On November 17, 2016, the Investors entered into a voting agreement (the “ Voting Agreement ”), pursuant to which the Investors agreed, solely in their capacity as stockholders of the Issuer and not in any other capacity, (i) to vote their shares of Common Stock in favor of the approval of that certain Agreement and Plan of Merger, dated as of November 17, 2016, by and between First Interstate BancSystem, Inc. (“ FIBK ”) and the Issuer (as amended, supplemented or modified, the “ Merger Agreement ”), pursuant to which the Issuer will be merged with and into FIBK, with FIBK as the surviving corporation (the “ Merger ”) and (ii) without the prior written consent of FIBK, not to transfer any of their shares of Common Stock prior to the Merger except for certain limited purposes described in the Voting Agreement. The Voting Agreement is filed as Exhibit 7.9.

Except as disclosed in this Item 4, neither GEI V nor GEI Side V, nor any of the other Reporting Persons, has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Investors’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on

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market conditions and/or other factors, subject to the passivity commitments described in Item 6 below and applicable regulations governing non-control investments in banks and bank holding companies.

(a) and (b)

The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

Pursuant to the Voting Agreement, the Investors agreed, solely in their capacity as stockholders of the Issuer and not in any other capacity, (i) to vote their shares of Common Stock in favor of the approval of the Merger Agreement and (ii) without the prior written consent of FIBK, not to transfer any of their shares of Common Stock prior to the Merger except for certain limited purposes described in the Voting Agreement. In addition, the Investors agreed, pursuant to the Voting Agreement, not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth in the Voting Agreement. The Voting Agreement will terminate automatically in the event that (a) the Merger Agreement is terminated for any reason in accordance with its terms, or (b) the Issuer Board withdraws, modifies or qualifies or fails to make the Issuer Board recommendation and the requisite Issuer vote, as specified in the Merger Agreement, does not become the affirmative vote of the holders of at least seventy-five percent (75%) of the Issuer Common Stock for any reason, in each case in accordance with the Merger Agreement.

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The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement filed herewith as Exhibit 7.9 and incorporated herein by reference.

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D and the other members of the Voting Group (as defined below) (the members of the Voting Group other than the Investors, the “ Non-LGP Voting Members ”), the Non-LGP Voting Members may be deemed to be members of a “group” with the Reporting Persons. Notwithstanding the foregoing, the Reporting Persons expressly disclaim, to the extent permitted by applicable law, the existence of a “group” between and among the Reporting Persons on the one hand, and each of the Non-LGP Voting Members, on the other hand. None of the Non-LGP Voting Members is a Reporting Person on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act must be satisfied on one or more separate filings. To the extent that any Non-LGP Voting Member beneficially owns Common Stock, the Reporting Persons may be deemed to beneficially own any such Common Stock, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof. “Voting Group” for purposes of this Schedule 13D means the Investors and the other parties to the Voting Agreement.

Other than the matters disclosed above in response to Items 4 and 5 and this Item 6, none of the Reporting Persons is party to any other contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment is true, complete and correct.

Dated as of December 7, 2016

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EXHIBIT INDEX

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SCHEDULE 1

Directors and Executive Officers of LGPM