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*
PHILPOTT STEVEN L

(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/General Counsel/Secretary
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2008
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
Common Stock 02/06/2008 P 400 A $15.49 23,368 D
Common Stock 02/06/2008 J 21 A (1) 1,604(2) I by 401(k)
Common Stock 3,147 I by Corporation(3)
Common Stock 439 I by Spouse(4)
Common Stock 178 I by Spouse IRA(4)
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
Incentive Stock Option (right to buy) $12.36 12/20/2001(5) 12/20/2010 Common Stock 323 323 D
Incentive Stock Option (right to buy) $13.23 12/19/2001(5) 12/19/2011 Common Stock 1,498 1,498 D
Incentive Stock Option (right to buy) $13.7 12/21/1999(5) 12/21/2009 Common Stock 1,497 1,497 D
Non-Qualified Stock Option (right to buy) $15.5 01/28/2009(6) 01/27/2018 Common Stock 20,000 20,000 D
Non-Qualified Stock Option (right to buy) $22.94 04/19/2006(7) 04/19/2015 Common Stock 10,000 10,000 D
Non-Qualified Stock Option (right to buy) $23.49 01/20/2006(8) 01/20/2015 Common Stock 1,500 1,500 D
Explanation of Responses:
1. Not required.
2. Holdings reported include shares acquired in the 401(k)/Profit Sharing plan through dividend reinvestment, payroll deferrals and/or employer contributions.
3. Steven L. Philpott , P.C. (100%)
4. The reporting person disclaims beneficial ownership of these securities.
5. All options are fully vested.
6. Option granted 1/28/08. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.
7. Option granted 4/20/05. Beginning on the day before the first anniversary of the grant date, the options vest 20% per year for five years.
8. Option granted 1/21/05. Beginning on the day before the first anniversary of the grant date, the options vest 20% per year for five years.
Steven L. Philpott 02/07/2008
** 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.