SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SULLIVAN DANIEL A

(Last) (First) (Middle)
ONE SW COLUMBIA STREET, SUITE 1200

(Street)
PORTLAND OR 97258

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UMPQUA HOLDINGS CORP [ UMPQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP/CFO-Umpqua Holdings Corp
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Class A Common Stock 10/28/2005 S 5,000 D $26.5011 32,767 D
Class A Common Stock 3,081(1) I By 401(k)
Class A Common Stock 204 I By IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option (Right to Buy) - Granted 1/2/2002 $13.34 01/01/2003(2) 01/02/2012 Class A Common Stock 20,000 20,000 D
Stock Option (Right to Buy) - Granted 1/21/2005 $23.49 01/20/2006(3) 01/20/2015 Class A Common Stock 40,000 40,000 D
Stock Option (Right to Buy) - Granted 4/1/1998 $12 03/31/1999(4) 04/01/2009 Class A Common Stock 10,000 10,000 D
Stock Option (Right to Buy) - Granted 4/30/2000 $8.375 04/30/2001(2) 04/30/2010 Class A Common Stock 15,000 15,000 D
Stock Option (Right to Buy) - Granted 5/3/1999 $9.625 05/03/2000(4) 05/03/2010 Class A Common Stock 25,000 25,000 D
Stock Option (Right to Buy) Granted 9/30/2003 $19.01 09/30/2004(5) 09/30/2013 Class A Common Stock 10,000 10,000 D
Explanation of Responses:
1. Holdings reported include shares acquired in the 401(k)/Profit Sharing plan through dividend reinvestment, payroll deferrals and/or employer contributions.
2. Beginning on the first anniversary of the grant date, the options vest 25% per year for the first three years, 15% in the fourth year and 10% in the fifth year.
3. Beginning on the day before the first anniversary of the grant date, the options vest 20% per year for five years.
4. All options are fully vested.
5. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.
Remarks:
By: Steven Philpott - Attorney in Fact for 10/28/2005
** 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 Number.