Statement of Changes in Beneficial Ownership (4)
June 01 2017 - 3:53PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Johnson Dennis L
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2. Issuer Name
and
Ticker or Trading Symbol
CASCADE BANCORP
[
CACB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1100 NW WALL STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/30/2017
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(Street)
BEND, OR 97703
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/30/2017
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D
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7779
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0.00
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5/30/2017
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D
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4569
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(2)
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(2)
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Common Stock
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4569
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$7.54
(3)
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0
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D
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Explanation of Responses:
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(1)
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Pursuant to the Merger Agreement (defined below), each outstanding share of common stock of the Issuer (defined below) was converted into the right to receive $1.91 in cash plus 0.14864 shares of First Interstate Class A common stock. First Interstate Class A common stock had a closing market value of $34.30 on the date of the merger.
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(2)
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Pursuant to the Restricted Stock Unit Agreement between Mr. Johnson and the Issuer, the restricted stock units were held until Mr. Johnson's retirement or separation from the Issuer's board of directors.
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(3)
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Pursuant to the Merger Agreement, each outstanding restricted stock unit of the Issuer was cancelled in exchange for the right to receive cash in an amount equal to (i) $7.54 multiplied by (ii) the number of shares of Cascade common stock subject to such restricted stock unit.
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Remarks:
All outstanding securities and derivatives issued by Cascade Bancorp (the "Issuer") were disposed of pursuant to the Agreement and Plan of Merger, dated November 17, 2016, between First Interstate BancSystem, Inc. ("First Interstate"), and the Issuer (the "Merger Agreement"), pursuant to which, on May 30, 2017, Cascade Bancorp merged with and into First Interstate, with First Interstate surviving the merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Johnson Dennis L
1100 NW WALL STREET
BEND, OR 97703
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X
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Signatures
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/s/ POA by Terry E. Zink
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6/1/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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