X0306 4 2018-02-05 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 2018-02-05 4 S 0 1000000 23.25 D 4005897 I See Footnotes This Form 4 is being filed on behalf of Pine Brook Capital Partners, L.P., Pine Brook Capital Partners (SSP), L.P., and 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. PBRA, LLC controls Pine Brook Road Associates, L.P. in its capacity as General Partner. Howard Newman is the sole member of PBRA LLC, and has investment and voting control over the shares held or controlled by the Pine Brook Funds. 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 January 31, 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 February 5, 2018. This amount represents an aggregate price per Share of $23.03. Reflects 3,214,028 shares of Common Stock held by Pine Brook Capital Partners, L.P., 567,405 shares of Common Stock held by Pine Brook Capital Partners (SSP), L.P. and 224,464 shares of Common Stock held by Green PB-4, LLC. 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 2018-02-05 By: Pine Brook Road Associates, L.P., its General Partner; By: PBRA, LLC, its General Partner; By: /s/ Robert Jackowitz, Executive Vice President 2018-02-05 /s/ John P. Durie, as Attorney-in-Fact 2018-02-05 By: PBRA, LLC, its General Partner; By: /s/ Robert Jackowitz, Executive Vice President 2018-02-05