Amendment No. 2 to Schedule 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange of 1934 (Amendment No. 3)* Cascade Bancorp
(Name of Issuer) Common Stock, no par value
(Title of Class of Securities) 147154108
	(CUSIP Number) Mark J. Menting, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 2, 2009
	(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13-1(g), check the following box. [_]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 147154108

1	NAME OF REPORTING PERSONS. David F. Bolger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,333,391
		8	SHARED VOTING POWER 2,129,653
		9	SOLE DISPOSITIVE POWER 1,333,391
		10	SHARED DISPOSITIVE POWER 2,129,653
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,463,044
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13D

CUSIP No. 147154108

1	NAME OF REPORTING PERSONS. Two-Forty Associates, a Pennsylvania Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 192,321
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 192,321
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,321
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

SCHEDULE 13D

CUSIP No. 147154108

1	NAME OF REPORTING PERSONS. The David F. Bolger 2008 Grantor Retained Annuity Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,937,332
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,937,332
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,937,332
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

SCHEDULE 13D

CUSIP No. 147154108

1	NAME OF REPORTING PERSONS. The David F. Bolger 2008 Nongrantor Charitable Lead Annuity Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [_] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2.526,955
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,526,955
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,526,955
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

Item 1.

Security and Issuer.

This Amendment No. 3 to the Statement on Schedule 13D (this “Amendment No. 3”) amends the Statement on Schedule 13D originally filed on April 27, 2006, as amended by Amendment No. 1 to the Statement on Schedule 13D filed on May 25, 2006 and Amendment No. 2 to the Statement on Schedule 13D filed on June 3, 2008 (together with Amendment No. 1 and Amendment No. 2, the “Initial Schedule 13D”), and relates to the common stock, no par value (the “Common Stock”) of Cascade Bancorp, an Oregon corporation and a registered financial holding company (the “Company”). The address of the principal executive offices of the Company is 1100 NW Wall Street, P.O. Box 369, Bend, Oregon 97709.

Except as specifically amended by this Amendment No. 3, the Initial Schedule 13D, as amended by this Amendment No. 3, remains in full force and effect. Capitalized terms used but not defined herein have the meaning assigned to them in the Initial Schedule 13D.

Item 4.

Purpose of the Transaction

Item 4 is hereby amended by adding the following immediately prior to the last paragraph thereof:

The Reporting Persons will from time to time evaluate their investment in the securities of the Company and may in the future seek to acquire additional securities or dispose of all or a portion of the securities beneficially owned by them. Any such acquisition or disposition may be effected through privately negotiated transactions, in the open market, in block transactions or otherwise. Any determination to acquire or dispose of securities of the Company will depend on a number of factors, including the Company’s business and financial position and prospects, other developments concerning the Company, the price levels at which shares of Common Stock of the Company are traded, general market and economic conditions, the availability of financing and other opportunities available to the Reporting Persons. There can be no assurance that any such acquisition or disposition of securities of the Company would occur or as to the timing or method of any such acquisition or disposition.

The Reporting Persons may have discussions with the Company’s management, members of the Company’s Board of Directors, other significant shareholders and others regarding the Company’s business, strategy and future plans and alternatives. Specifically, in light of the serious financial difficulties facing the Company, the Company and David F. Bolger have engaged in discussions regarding a possible additional investment in the equity securities of the Company or Bank of the Cascades (the “Bank”) by Mr. Bolger. Although as of the date hereof there is no understanding or agreement with respect to any such investment, the discussions have focused on an investment by Mr. Bolger of approximately $25 million which would be conditioned upon the issuance of an as yet undetermined amount of equity securities of the Company to third parties and the issuance of a substantial amount of preferred stock of the Company to the United States Treasury under its Capital Purchase

Program. Mr. Bolger expects these discussions to continue and such discussions could lead to definitive arrangements. Any potential investment would be subject to a due diligence investigation of the Company and may require the approval of the Company’s shareholders. Mr. Bolger currently expects that any potential investment would ultimately result in the Reporting Persons collectively owning a significantly higher percentage of the common equity of the Company or the Bank than the Reporting Persons currently own and could result in the Reporting Persons owning more than 50% of the Company or the Bank. There can be no assurances that Mr. Bolger will continue to engage in such discussions or that he and the Company will reach an understanding or agreement on the terms of any investment in the Company or the Bank.

Item 5.

Interest in Securities of the Issuer

The first paragraph of Section (a) of Item 5 is hereby amended and restated as follows, the remainder of Item 5 remains unchanged:

(a) See items 11 and 13 of the cover pages to this Amendment No. 3 for the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons. Based on information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as of February 28, 2009 there were 28,088,110 shares of Common Stock outstanding.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 2, 2009

	DAVID F. BOLGER


	/s/ David F. Bolger
	David F. Bolger


	TWO-FORTY ASSOCIATES, a Pennsylvania Limited Partnership

	By:	The David F. Bolger Revocable Trust, its General Partner


	By:	/s/ David F. Bolger
		David F. Bolger, its Trustee


	THE DAVID F. BOLGER 2008 GRANTOR RETAINED ANNUITY TRUST, an Irrevocable Trust


	By:	/s/ David F. Bolger
		David F. Bolger, its Trustee


	THE DAVID F. BOLGER 2008 NONGRANTOR CHARITABLE LEAD ANNUITY TRUST, a Charitable Annuity Trust


	By:	/s/ Thomas M. Wells
		Thomas M. Wells, its Trustee