X0206 3 2016-10-31 0 0001606363 Green Bancorp, Inc. GNBC 0001692424 Vandervoort Elizabeth C/O GREEN BANCORP, INC. 4000 GREENBRIAR HOUSTON TX 77098 0 1 0 0 Interim CFO Common Stock, par value $0.01 per share 10000 D Common Stock Option (right to buy) 10.00 2016-12-31 Common Stock, par value $0.01 per share 15000 D Common Stock Option (right to buy) 8.17 2020-06-30 Common Stock, par value $0.01 per share 80284 D Common Stock Option (right to buy) 13.62 2025-12-01 Common Stock, par value $0.01 per share 10000 D Includes 7,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the common stock of Green Bancorp, Inc. (the "Company"). The restricted stock unit grant will vest in three equal annual installments beginning on August 7, 2017 (each, a "Time-Based Vesting Date"), provided that the reporting person continues to be in the employ or service of the Company on each Time-Based Vesting Date. The vested shares will be issued to the reporting person on the first business day following the vesting dates. All options subject to this grant are fully vested and exercisable. Consists of 16,282 fully vested and exercisable options and 64,002 unvested performance options. Consists of 10,000 time-based options granted under the 2014 Stock Option Plan of which 1/3 will vest in equal installments on each of December 1, 2017, 2018 and 2019. /s/ Elizabeth Vandervoort 2016-12-15