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*
NATIONAL AUSTRALIA BANK LTD

(Last) (First) (Middle)
LEVEL 1, 800 BOURKE STREET

(Street)
DOCKLANDS, VICTORIA C3 3008

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Great Western Bancorp, Inc. [ GWB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2014
4. 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 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, par value $0.01 per share 10/20/2014 S 18,400,000(1) D $16.965 39,486,114 I See footnote(2)
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
1. Name and Address of Reporting Person*
NATIONAL AUSTRALIA BANK LTD

(Last) (First) (Middle)
LEVEL 1, 800 BOURKE STREET

(Street)
DOCKLANDS, VICTORIA C3 3008

(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*
National Americas Holdings LLC

(Last) (First) (Middle)
245 PARK AVENUE

(Street)
NEW YORK NY 10167

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Effective October 17, 2014, Great Western Bancorp, Inc. (the "Company") amended and restated its certificate of incorporation to give effect to a 578,861.14-for-1 stock split. On October 20, 2014, National Americas Holdings LLC ("NAH"), a wholly owned subsidiary of National Australia Bank Limited ("NAB"), sold 18,400,000 shares of common stock, par value $0.01 per share ("Common Stock"), of the Company in connection with the Company's initial public offering at a price of $16.965 per share.
2. These securities are owned of record by NAH. NAB, as the ultimate parent of NAH, is deemed to beneficially own all shares of Common Stock. The board of directors of NAB has the power to vote, or direct the vote of, and to dispose, or direct the disposition of, shares of Common Stock owned of record by NAH. Each of NAB and NAH may be deemed a director by deputization of the Company.
Remarks:
/s/ Fiona Last, as Company Secretary of National Australia Bank Limited 10/20/2014
/s/ Donald J. Straka, as Authorized Person of National Americas Holdings LLC 10/20/2014
** 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 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).
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