SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* ISTM Associates, L.L.C (Last) (First) (Middle) C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/07/2014	3. Issuer Name and Ticker or Trading Symbol Green Bancorp, Inc. [ GNBC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	5,005,895	I	See Footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ISTM Associates, L.L.C (Last) (First) (Middle) C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARVEST PARTNERS V, L.P. (Last) (First) (Middle) C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Harvest Associates V, L.P. (Last) (First) (Middle) C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Harvest Associates V, L.L.C. (Last) (First) (Middle) C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Harvest Partners, LP (Last) (First) (Middle) HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KLEINMAN IRA D (Last) (First) (Middle) C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DeFlorio Michael (Last) (First) (Middle) C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Arenz Thomas (Last) (First) (Middle) C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is being filed on behalf of Harvest Partners V, L.P. ("HP V"), a Delaware limited partnership, Harvest Associates V, L.P. ("HA V"), a Delaware limited partnership and the general partner of HP V, Harvest Associates V, L.L.C. ("HA V LLC"), a Delaware limited liability company and the general partner of HA V and Harvest Strategic Associates V, L.P. ("HSA V"), Harvest Partners, L.P. ("HP"), a Delaware limited partnership which provides management services for HP V and HSA V, ISTM Associates, L.L.C. ("ISTM"), a Delaware limited liability company which is the managing member of HA V LLC and the general partner of HP, and Ira Kleinman, Thomas Arenz and Michael DeFlorio, members of ISTM.

2. Reflects 4,959,770 shares held by HP V and 46,125 shares held by HSA V.

3. On the basis of the relationship among HP V, HA V, HA V LLC, HP, ISTM and Stephen Eisenstein, a director of Green Bancorp, Inc., HP V, HA V, HA V LLC, HP and ISTM may be considered directors by deputization.

4. HP V, HA V, HA V LLC, HP, ISTM, Ira Kleinman, Thomas Arenz and Michael DeFlorio each disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities by any reporting person for purposes of Section 16 or for any other purpose.

Remarks:

	By: /s/ Mark C. Smith, as attorney-in-fact for ISTM Associate, L.L.C.	08/11/2014
	By: Harvest Associates V, L.P., its general partner; By: Harvest Associates V, L.L.C., its general partner; By: ISTM Associates V, L.L.C., its managing member; By: /s/ Mark C. Smith, as attorney-in-fact for Harvest Partners V, L.P.	08/11/2014
	By Harvest Associates V, L.L.C., its general partner; By: ISTM Associates V, L.L.C., its managing member; By: /s/ Mark C. Smith, as attorney-in-fact for Harvest Associates V, L.P.	08/11/2014
	By: ISTM Associates V, L.L.C., its managing member; By: /s/ Mark C. Smith, as attorney-in-fact for Harvest Associates V, L.L.C.	08/11/2014
	By: ISTM Associates V, L.L.C., its managing member; By: /s/ Mark C. Smith, as attorney-in-fact for Harvest Partners, L.P.	08/11/2014
	By: /s/ Mark C. Smith, as attorney-in-fact for Ira Kleinman	08/11/2014
	By: /s/ Mark C. Smith, as attorney-in-fact for Michael DeFlorio	08/11/2014
	By: /s/ Mark C. Smith, as attorney-in-fact for Thomas Arenz	08/11/2014
	** 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 5 (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).
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