SEC FORM 3

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^*

Ellis William Don

(Last)

(First)

(Middle)

C/O GREEN BANCORP, INC.

4000 GREENBRIAR

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2015

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	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)

X	Form filed by One Reporting Person
	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	323,974⁽¹⁾	D
Common Stock, par value $0.01 per share	13,610⁽²⁾	D
Common Stock, par value $0.01 per share	2,032⁽³⁾	I	Held through an IRA
Common Stock, par value $0.01 per share	18,970⁽⁴⁾	I	Held by Mr. Ellis's children
Common Stock, par value $0.01 per share	15,149⁽⁵⁾	I	Held through a 401(k) plan
Common Stock, par value $0.01 per share	380,070⁽⁶⁾	I	By a limited liability company⁽⁶⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Represents shares of common stock of Green Bancorp, Inc. (the "Issuer") received in exchange for 4,106,165 shares of common stock of Patriot Bancshares, Inc. ("Patriot") pursuant to the merger of a wholly owned subsidiary of the Issuer with and into Patriot (the "Merger"). The exchange ratio in the Merger was 0.0789 shares of Issuer common stock for each share of Patriot common stock, with fractional shares paid in cash.

2. Represents shares of the Issuer's common stock received in exchange for 172,500 shares of Patriot common stock underlying restricted stock awards held by the Reporting Person immediately prior to the effective time of the Merger.

3. Represents shares of the Issuer's common stock received in exchange for 25,762 shares of Patriot common stock held through an IRA account.

4. Represents shares of the Issuer's common stock received in exchange for 240,444 shares of Patriot common stock held by Mr. Ellis's children.

5. Represents shares of the Issuer's common stock received in exchange for approximately 192,000 shares of Patriot common stock held through Patriot's 401(k) plan.

6. Represents shares of the Issuer's common stock that Multus Analytics LLC received in exchange for 4,817,119 shares of Patriot common stock. The Reporting Person and his spouse collectively own less than 10% of Multus Analytics LLC.

	/s/ William D. Ellis	10/09/2015
	** 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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