Green Bancorp, Inc.
|
(Name of Issuer)
|
Common Stock, Par Value $0.01 Per Share
|
(Title of Class of Securities)
|
39260X100
|
(CUSIP Number)
|
December 31, 2014
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 39260X100
|
Page 2 of 10 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Harvest Partners V, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) £
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
4,959,769
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
4,959,769
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,959,769
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) £
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0%
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 39260X100
|
Page 3 of 10 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Harvest Associates V, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) £
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
5,005,894
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
5,005,894
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,005,894
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) £
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No. 39260X100
|
Page 4 of 10 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Harvest Associates V, L.L.C.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) £
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
5,005,894
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
5,005,894
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,005,894
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) £
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 39260X100
|
Page 5 of 10 Pages
|
||||
1
|
NAME OF REPORTING PERSON
ISTM Associates V, L.L.C.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) £
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
5,005,894
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
5,005,894
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,005,894
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) £
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 39260X100
|
Page 6 of 10 Pages
|
||||
1
|
NAME OF REPORTING PERSON
Harvest Partners, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) £
(b) £
|
|||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
5,005,894
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
5,005,894
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,005,894
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) £
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
Item 1.
|
||
(a)
|
Name of Issuer:
|
|
Green Bancorp, Inc.
|
||
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
4000 Greenbriar
|
||
Houston, Texas 77098
|
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Item 2.
|
||
(a)
|
Name of Person Filing:
|
|
Harvest Partners V, L.P., Harvest Associates V, L.P., Harvest Associates V, L.L.C., ISTM Associates, L.L.C. and Harvest Partners, L.P. (collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement, dated February 9, 2015, a copy of which is attached as Exhibit A to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
|
||
(b)
|
Address of Principal Business Office, or if none, Residence:
|
|
The address of the principal business office of each of the Reporting Persons is c/o Harvest Partners, L.P., 280 Park Avenue, 25th Floor, New York, NY 10017.
|
||
(c)
|
Citizenship:
|
|
Harvest Partners V, L.P., Harvest Associates V, L.P. and Harvest Partners, L.P. are limited partnerships organized under the laws of the State of Delaware. Harvest Associates V, L.L.C. and ISTM Associates, L.L.C. are limited liability companies organized under the laws of the State of Delaware.
|
||
(d)
|
Title of Class of Securities:
|
|
Common Stock, par value $0.01 per share ("Common Stock")
|
||
(e)
|
CUSIP Number:
|
|
39260X100
|
||
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
Not applicable
|
Item 4.
|
Ownership.
|
|
(a)
|
Amount beneficially owned:
|
|
In the aggregate, the Reporting Persons beneficially own 5,005,894 shares of Common Stock which consists of 4,959,769 shares of Common Stock held by Harvest Partners V, L.P. ("HP V") and 46,125 shares of Common Stock held by Harvest Strategic Associates V, L.P. ("HSA V") (collectively, the "Harvest Funds"). Harvest Associates V, L.P. is the general partner of HP V. Harvest Associates V, L.L.C. is the general partner of Harvest Associates V, L.P. and HSA V. Harvest Partners, LP provides management services for HP V and HSA V. ISTM Associates, L.L.C. ("ISTM") is the managing member of Harvest Associates V, L.L.C. and the general partner of Harvest Partners, LP.
|
||
(b)
|
Percent of class:
|
|
The Green Bancorp, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 as filed on November 13, 2014 indicated that there were 26,170,949 outstanding shares of Common Stock as of November 10, 2014. Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of approximately the following percentages of the total number outstanding shares of Common Stock.
|
||
Harvest Partners V, L.P.: 19.0%
|
||
Harvest Associates V, L.P., Harvest Associates V, L.L.C., ISTM Associates, L.L.C. and Harvest Partners, L.P.: 19.1%
|
||
(c)
|
Number of shares as to which the person has:
|
|
Harvest Partners V, L.P.
|
||
(i) Sole power to vote or to direct the vote: 0
|
||
(ii) Shared power to vote or to direct the vote: 4,959,769
|
||
(iii) Sole power to dispose or to direct the disposition of: 0
|
||
(iv) Shared power to dispose or to direct the disposition of: 4,959,769
|
||
Harvest Associates V, L.P., Harvest Associates V, L.L.C., ISTM Associates, L.L.C. and Harvest Partners, L.P.
|
||
(i) Sole power to vote or to direct the vote: 0
|
||
(ii) Shared power to vote or to direct the vote: 5,005,894
|
||
(iii) Sole power to dispose or to direct the disposition of: 0
|
||
(iv) Shared power to dispose or to direct the disposition of: 5,005,894
|
||
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
Not applicable
|
||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
Not applicable
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
Not applicable
|
||
Item 8.
|
Identification and Classification of Members of the Group.
|
|
Not applicable
|
||
Item 9.
|
Notice of Dissolution of Group.
|
|
Not applicable
|
||
Item 10.
|
Certification.
|
|
Not applicable
|
Harvest Partners V, L.P.
|
||
By: Harvest Associates V, L.P., its general partner
|
||
By: Harvest Associates V, L.L.C., its general partner
|
||
By: ISTM Associates, L.L.C., its Managing Member
|
||
By:
|
/s/ Stephen Eisenstein
|
|
Harvest Associates V, L.P.
|
||
By: Harvest Associates V, L.L.C., its general partner
|
||
By: ISTM Associates, L.L.C., its Managing Member
|
||
By:
|
/s/ Stephen Eisenstein
|
|
Harvest Associates V, L.L.C.
|
||
By: ISTM Associates, L.L.C., its Managing Member
|
||
By:
|
/s/ Stephen Eisenstein
|
|
ISTM Associates, L.L.C.
|
||
By:
|
/s/ Stephen Eisenstein
|
|
Harvest Partners, L.P.
|
||
By: ISTM Associates, L.L.C., its general partner
|
||
By:
|
/s/ Stephen Eisenstein
|
Harvest Partners V, L.P.
|
||
By: Harvest Associates V, L.P., its general partner
|
||
By: Harvest Associates V, L.L.C., its general partner
|
||
By: ISTM Associates, L.L.C., its Managing Member
|
||
By:
|
/s/ Stephen Eisenstein
|
|
Harvest Associates V, L.P.
|
||
By: Harvest Associates V, L.L.C., its general partner
|
||
By: ISTM Associates, L.L.C., its Managing Member
|
||
By:
|
/s/ Stephen Eisenstein
|
|
Harvest Associates V, L.L.C.
|
||
By: ISTM Associates, L.L.C., its Managing Member
|
||
By:
|
/s/ Stephen Eisenstein
|
|
ISTM Associates, L.L.C.
|
||
By:
|
/s/ Stephen Eisenstein
|
|
Harvest Partners, L.P.
|
||
By: ISTM Associates, L.L.C., its general partner
|
||
By:
|
/s/ Stephen Eisenstein
|
|