SEC FORM 4

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^*

O'HAVER CORT L

(Last)

(First)

(Middle)

ONE SW COLUMBIA STREET, SUITE 1200

(Street)

PORTLAND

97204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UMPQUA HOLDINGS CORP [ UMPQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2023

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2023		A		61,135⁽¹⁾	A	$0⁽²⁾	558,220	D
Common Stock	02/21/2023		A		45,851⁽³⁾	A	$0⁽²⁾	604,071	D
Common Stock	02/21/2023		A		45,851⁽⁴⁾	A	$0⁽²⁾	649,922	D
Common Stock	02/21/2023		A		179,623⁽⁵⁾	A	$0⁽²⁾	827,170⁽⁶⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock unit award granted 2/21/23. The award vests 34% on February 15, 2024, and 33% on February 15, 2025, and 2026.

2. Not required.

3. Performance share award granted 2/21/23. The award vests in the first quarter of 2026 based on the issuer's relative total shareholder return from January 1, 2023 through December 31, 2025 compared to a Compensation Committee approved group of peers.

4. Performance share award granted 2/21/23. The award vests in the first quarter of 2026 based on the issuer's relative return on tangible common equity for fiscal years 2023-2025 compared to a Compensation Committee approved group of peers.

5. Stock unit award granted 2/21/23. The award vests following the closing of the proposed merger of the issuer with and into Columbia Banking System, Inc., with 34% vesting upon completion of the merger-related core system conversion and 33% on the first anniversary of such conversion and 33% on the second anniversary of such conversion.

6. Since the date of the reporting person's last ownership report, he transferred 2,374 shares to his ex-wife pursuant to a Stipulated General Judgment of Dissolution of Marriage; and the ownership total reflects a correction of a one share typographical error (reducing amount owned by one share).

	/s/ Andrew H. Ognall, Attorney-in-Fact for Cort L. O'Haver	02/22/2023
	** 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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