X0306 4 2018-05-29 0 0001606363 Green Bancorp, Inc. GNBC 0001616282 HP Holding LLC f/k/a ISTM Associates, LLC C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST NEW YORK NY 10017 1 0 1 0 0001362134 HARVEST PARTNERS V, L.P. C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST NEW YORK NY 10017 1 0 1 0 0001616289 Harvest Associates V, L.P. C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST NEW YORK NY 10017 1 0 1 0 0001616290 Harvest Associates V, L.L.C. C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST NEW YORK NY 10017 1 0 1 0 0001587675 Harvest Partners, LP 280 PARK AVENUE, 25TH FLOOR WEST NEW YORK NY 10017 1 0 1 0 0001229189 KLEINMAN IRA D C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST NEW YORK NY 10017 1 0 1 0 0001616279 DeFlorio Michael C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST NEW YORK NY 10017 0 0 1 0 0001616281 Arenz Thomas C/O HARVEST PARTNERS, L.P. 280 PARK AVENUE, 25TH FLOOR WEST NEW YORK NY 10017 0 0 1 0 Common Stock, par value $0.01 per share 2018-05-29 4 S 0 1000000 22.55 D 3005895 I See Footnotes This Form 4 is being filed on behalf of Harvest Partners V, L.P. ("HP V") and 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 V, L.L.C. ("ISTM") is the managing member of Harvest Associates V, L.L.C. and HP Holding LLC ("HP Holding") is the general partner of Harvest Partners, LP. ISTM has four members who may be deemed to share beneficial ownership of the shares of our common stock owned by HP V and HSA V. The four members are Stephen Eisenstein, who is a member of our Board and a Partner of Harvest Partners, LP, Ira Kleinman, Thomas Arenz and Michael DeFlorio. (continued in footnote 2) HP Holding has five members who may be deemed to share beneficial ownership of the shares of our common stock owned by HP V and HSA V. The five members are Messrs Eisenstein, Kleinman, Arenz, DeFlorio and Jay Wilkins, a Partner of Harvest Partners, LP. In connection with the secondary offering of common stock, par value $0.01 per share, of Green Bancorp, Inc. (the "Shares"), by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement") and prospectus supplement, each dated May 23, 2018 (the "Secondary Offering"), the Reporting Person shown on this Form 4, as a selling stockholder, sold Shares in the amounts shown in the above table. The Secondary Offering closed on May 29, 2018. This amount represents an aggregate price per Share of $22.55. Reflects 2,978,198 shares held by HP V and 27,697 shares held by HSA V. On the basis of the relationship among HP V, HA V, HA V LLC, HP, ISTM and Stephen Eisenstein, a director of Green Bancorp, Inc., HP V, HA V, HA V LLC, HP and ISTM may be considered directors by deputization. Each of Messrs. Eisenstein, Kleinman, Arenz, DeFlorio and Wilkins disclaims beneficial ownership of the shares of common stock owned by HP V and HSA V, except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities by any reporting person for purposes of Section 16 or for any other purpose. /s/ Mark C. Smith, as attorney-in-fact for HP Holding, LLC 2018-05-31 Harvest Associates V, L.P., its general partner; Harvest Associates V, L.L.C., its general partner; ISTM Associates V, L.L.C., its managing member; /s/ Mark C. Smith, as attorney-in-fact for Harvest Partners V, L.P. 2018-05-31 Harvest Associates V, L.L.C., its general partner; ISTM Associates V, L.L.C., its managing member; /s/ Mark C. Smith, as attorney-in-fact for Harvest Associates V, L.P. 2018-05-31 ISTM Associates V, L.L.C., its managing member; /s/ Mark C. Smith, as attorney-in-fact for Harvest Associates V, L.L.C. 2018-05-31 ISTM Associates V, L.L.C., its managing member; /s/ Mark C. Smith, as attorney-in-fact for Harvest Partners, L.P. 2018-05-31 /s/ Mark C. Smith, as attorney-in-fact for Ira Kleinman 2018-05-31 /s/ Mark C. Smith, as attorney-in-fact for Michael DeFlorio 2018-05-31 /s/ Mark C. Smith, as attorney-in-fact for Thomas Arenz 2018-05-31