X0206 3 2014-08-07 0 0001606363 Green Bancorp, Inc. GNBC 0001615816 PBRA, LLC C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 1 0 1 0 0001423478 PINE BROOK CAPITAL PARTNERS LP C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 0 0001013026 NEWMAN HOWARD H C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 0 0001615815 Pine Brook Road Associates, L.P. C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 0 Common Stock, par value $0.01 per share 5005897 I See Footnotes This Form 3 is being filed on behalf of Pine Brook Capital Partners, L.P., a Delaware limited partnership, Pine Brook Road Associates, L.P., a Delaware limited partnership and the general partner of Pine Brook Capital Partners, L.P., PBRA LLC, a Delaware single-member limited liability company that controls Pine Brook Road Associates, L.P. in its capacity as general partner, and Howard Newman, the sole member of PBRA, LLC. Mr. Newman has investment and voting control over the shares held or controlled by the Pine Brook Funds (as defined below). Reflects 4,016,353 shares of Common Stock held by Pine Brook Capital Partners, L.P., 709,047 shares of Common Stock held by Pine Brook Capital Partners (SSP), L.P. and 280,497 shares of Common Stock held by Green PB-4, LLC (collectively, the "Pine Brook Funds"). Pine Brook Capital Partners (Cayman), L.P. is the sole member of Green PB-4 LLC. Pine Brook Road Associates, L.P. is the general partner of Pine Brook Capital Partners, L.P., Pine Brook Capital Partners (SSP), L.P. and Pine Brook Capital Partners (Cayman), L.P. Howard Newman, PBRA, LLC, Pine Brook Road Associates, L.P. and Pine Brook Capital Partners, L.P. each disclaims beneficial ownership of the securities reported herein, 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. By: /s/ Robert Jackowitz, Executive Vice President 2014-08-07 By: Pine Brook Road Associates, L.P., its General Partner; By: PBRA, LLC, its General Partner; By: /s/ Robert Jackowitz, Executive Vice President 2014-08-07 /s/ John P. Durie, as Attorney-in-Fact 2014-08-07 By: PBRA, LLC, its General Partner; By: /s/ Robert Jackowitz, Executive Vice President 2014-08-07