X0304 4 2012-02-03 0 0001077771 UMPQUA HOLDINGS CORP UMPQ 0001238682 PHILPOTT STEVEN L ONE SW COLUMBIA STREET, SUITE 1200 PORTLAND OR 97258 0 1 0 0 EVP/General Counsel/Secretary Common Stock 2012-02-03 4 D 0 1189 13 D 67021 D Common Stock 1772 I by 401(k) Common Stock 3147 I by Corporation Common Stock 439 I by Spouse Common Stock 178 I by Spouse IRA Non-Qualified Stock Option (right to buy) 9.23 2010-02-02 2019-02-01 Common Stock 10000 10000 D Non-Qualified Stock Option (right to buy) 10.97 2014-01-31 2021-01-30 Common Stock 14000 14000 D Non-Qualified Stock Option (right to buy) 11.59 2009-07-21 2018-07-20 Common Stock 10000 10000 D Non-Qualified Stock Option (right to buy) 11.89 2011-02-05 2020-02-05 Common Stock 25000 25000 D Non-Qualified Stock Option (right to buy) 15.5 2009-01-28 2018-01-27 Common Stock 20000 20000 D Non-Qualified Stock Option (right to buy) 22.94 2006-04-19 2015-04-19 Common Stock 10000 10000 D Non-Qualified Stock Option (right to buy) 23.49 2006-01-20 2015-01-20 Common Stock 1500 1500 D Payment of tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. Steven L. Philpott , P.C. (100%) The reporting person disclaims beneficial ownership of these securities. Option granted 2/2/09. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years. Option granted 1/31/2011. The options vest three years following the grant date to the extent that the issuer's total shareholder return achieves specified targets as compared with the KRXTR regional bank stock index. Option granted 7/21/08. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years. Option granted 2/5/10. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years. Option granted 1/28/08. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years. All options are fully vested. Steven L. Philpott 2012-02-06