X0206 3 2014-08-07 0 0001606363 Green Bancorp, Inc. GNBC 0001616282 ISTM Associates, L.L.C 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 HARVEST PARTNERS, L.P. 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 0 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 5005895 I See Footnotes This Form 3 is being filed on behalf of Harvest Partners V, L.P. ("HP V"), a Delaware limited partnership, Harvest Associates V, L.P. ("HA V"), a Delaware limited partnership and the general partner of HP V, Harvest Associates V, L.L.C. ("HA V LLC"), a Delaware limited liability company and the general partner of HA V and Harvest Strategic Associates V, L.P. ("HSA V"), Harvest Partners, L.P. ("HP"), a Delaware limited partnership which provides management services for HP V and HSA V, ISTM Associates, L.L.C. ("ISTM"), a Delaware limited liability company which is the managing member of HA V LLC and the general partner of HP, and Ira Kleinman, Thomas Arenz and Michael DeFlorio, members of ISTM. Reflects 4,959,770 shares held by HP V and 46,125 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. HP V, HA V, HA V LLC, HP, ISTM, Ira Kleinman, Thomas Arenz and Michael DeFlorio 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/ Mark C. Smith, as attorney-in-fact for ISTM Associate, L.L.C. 2014-08-11 By: Harvest Associates V, L.P., its general partner; By: Harvest Associates V, L.L.C., its general partner; By: ISTM Associates V, L.L.C., its managing member; By: /s/ Mark C. Smith, as attorney-in-fact for Harvest Partners V, L.P. 2014-08-11 By Harvest Associates V, L.L.C., its general partner; By: ISTM Associates V, L.L.C., its managing member; By: /s/ Mark C. Smith, as attorney-in-fact for Harvest Associates V, L.P. 2014-08-11 By: ISTM Associates V, L.L.C., its managing member; By: /s/ Mark C. Smith, as attorney-in-fact for Harvest Associates V, L.L.C. 2014-08-11 By: ISTM Associates V, L.L.C., its managing member; By: /s/ Mark C. Smith, as attorney-in-fact for Harvest Partners, L.P. 2014-08-11 By: /s/ Mark C. Smith, as attorney-in-fact for Ira Kleinman 2014-08-11 By: /s/ Mark C. Smith, as attorney-in-fact for Michael DeFlorio 2014-08-11 By: /s/ Mark C. Smith, as attorney-in-fact for Thomas Arenz 2014-08-11