FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

STADIUM CAPITAL MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol

INTERMOUNTAIN COMMUNITY BANCORP [ IMCB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

199 ELM STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2014
(Street)

NEW CANAAN, CT 06840-5321
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/1/2014     D (1)    356796   D $0   0   I   (2) By Stadium Capital Partners, L.P.  
Common Stock   11/1/2014     D (1)    31026   D $0   0   I   (3) By Stadium Capital Qualified Partners, L.P.  
Non-Voting Common Stock   11/1/2014     D (1)    1517874   D $0   0   I   (2) By Stadium Capital Partners, L.P.  
Non-Voting Common Stock   11/1/2014     D (1)    131989   D $0   0   I   (3) Stadium Capital Qualified Partners, L.P.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Disposed of pursuant to a Plan of Merger between Intermountain Community Bancorp and Columbia Banking Systems, Inc., dated July 23, 2014.
( 2)  The reported securities are owned directly by Stadium Capital Partners, L.P., and indirectly by Stadium Capital Management, LLC as general partner of Stadium Capital Management GP, L.P., which is general partner of Stadium Capital Partners, L.P., Alexander M. Seaver as a manager of Stadium Capital Management, LLC, and Bradley R. Kent as a manager of Stadium Capital Management, LLC. Stadium Capital Management, LLC, Stadium Capital Management GP, L.P., Alexander M. Seaver and Bradley R. Kent disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
( 3)  The reported securities are owned directly by Stadium Capital Qualified Partners, L.P., and indirectly by Stadium Capital Management, LLC as general partner of Stadium Capital Management GP, L.P., which is general partner of Stadium Capital Qualified Partners, L.P., Alexander M. Seaver as a manager of Stadium Capital Management, LLC, and Bradley R. Kent as a manager of Stadium Capital Management, LLC. Stadium Capital Management, LLC, Stadium Capital Management GP, L.P.,Alexander M. Seaver and Bradley R. Kent disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein

Remarks:
Stadium Capital Partners, L.P. and Stadium Capital Qualified Partners, L.P. are jointly entitled to appoint a representative to Intermountain's board of directors pursuant to their respective securities purchase agreements as reported by Intermountain in a Form 8-K filed with the SEC on 1/23/12. John L. Welborn Jr. was appointed to the board of Intermountain pursuant to these contractual rights.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STADIUM CAPITAL MANAGEMENT LLC
199 ELM STREET
NEW CANAAN, CT 06840-5321
X X

STADIUM CAPITAL PARTNERS L P
199 ELM STREET
NEW CANAAN, CT 06840-5321
X X

STADIUM CAPITAL QUALIFIED PARTNERS LP
199 ELM STREET
NEW CANAAN, CT 06840-5321
X X

SEAVER ALEXANDER M
199 ELM STREET
NEW CANAAN, CT 06840-5321
X X

KENT BRADLEY R
1000 NW WALL STREET, SUITE 210
BEND, OR 97701
X X

Stadium Capital Management GP, L.P.
199 ELM STREET
NEW CANAAN, CT 06840-5321
X X


Signatures
Stadium Capital Partners, L.P., by Stadium Capital Management GP, L.P., its general partner, by Stadium Capital Management, LLC, its general partner, by Bradley R. Kent, Manager 11/5/2014
** Signature of Reporting Person Date

Stadium Capital Qualified Partners, L.P., by Stadium Capital Management GP, L.P., its general partner, by Stadium Capital Management, LLC, its general partner, by Bradley R. Kent, Manager 11/5/2014
** Signature of Reporting Person Date

Bradley R. Kent 11/5/2014
** Signature of Reporting Person Date

Alexander M. Seaver 11/5/2014
** Signature of Reporting Person Date

Stadium Capital Management GP, L.P., by Stadium Capital Management, LLC, its general partner by Bradley R.Kent, Manager 11/5/2014
** Signature of Reporting Person Date

Stadium Capital Management, LLC, by Bradley R. Kent, Manager 11/5/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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