CACB Cascade Bancorp

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)*

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. 147154108

Page 2 of 12 Pages

 

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 (the “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 ).

(Continued on following pages)

Item 1. Security and Issuer.

This Amendment No. 2 (this “Amendment”) amends the Schedule 13D (the “Schedule 13D”) filed on February 7, 2011 by the Reporting Persons, as amended by Amendment No. 1 to the Schedule 13D filed on December 22, 2016, relating to the common stock, no par value (the “Common Stock”), of Cascade Bancorp (the “Company”).  The Company’s principal executive offices are located at 1100 N.W. Wall Street, Bend, Oregon 97703.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

This Amendment is the Reporting Persons’ final amendment to the Schedule 13D and constitutes an exit filing.

Item 4. Purpose of Transaction.

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

On May 30, 2017, pursuant to the Merger Agreement, the parties to the Merger Agreement consummated the Merger.  In accordance with the Merger Agreement, the Company was merged with and into FIBK, with FIBK continuing as the surviving corporation, and each outstanding share of the Company’s Common Stock was converted into the right to receive 0.14864 shares of FIBK’s Class A common stock and $1.91 in cash.

In connection with the consummation of the Merger, James B. Lockhart III no longer serves on the Company Board or the Bank Board, a representative of WLR will no longer be nominated to the Company Board or the Bank Board and a representative of WLR will not be nominated to serve on the FIBK board of directors.

Item 5. Interest in Securities of the Issuer.

The disclosure provided in Item 5 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

Upon consummation of the Merger on May 30, 2017, as described in Item 4 above, the Reporting Persons ceased to hold sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition of, or shared power to dispose or direct the disposition of any shares of Common Stock.

Upon consummation of the Merger on May 30, 2017, the Reporting Persons ceased to be the beneficial owner of more than 5% of the total amount of outstanding Common Stock.

SIGNATURE

 

 

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

 

 

Dated:  June 14, 2017

 

	WL ROSS & CO. LLC
	By:		/s/ Ben Gruder
			Name: Ben Gruder
			Title:   Authorized Person
	WLR CB ACQUISITIONCO LLC
	By:		WLR Recovery Fund IV, L.P., its Sole Manager
	By:		WLR Recovery Associates IV LLC, its General Partner
	By:		WL Ross & Co. LLC, its Managing Member
	By:		/s/ Ben Gruder
			Name: Ben Gruder
			Title:   Authorized Person
	WLR RECOVERY FUND IV, L.P.
	By:		WLR Recovery Associates IV LLC, its General Partner
	By:		WL Ross & Co. LLC, its Managing Member
	By:		/s/ Ben Gruder
			Name: Ben Gruder
			Title:   Authorized Person
	WLR RECOVERY ASSOCIATES IV LLC
	By:		WL Ross & Co. LLC its Managing Member
	By:		/s/ Ben Gruder
			Name: Ben Gruder
			Title:   Authorized Person

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