X0206 3/A 2015-10-01 2015-10-09 1 0000946673 BANNER CORP BANR 0001235824 Fleischer Spencer C C/O FREIDMAN FLEISCHER & LOWE GP III LLC ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO CA 94111 1 0 0 0 0001412166 FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III LP ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO CA 94111 0 0 0 1 Joint Filer 0001412164 FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III LP ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO CA 94111 0 0 0 1 Joint Filer 0001616049 FFL Individual Partners III, L.P. ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO CA 94111 0 0 0 1 Joint Filer 0001447193 FFL EXECUTIVE PARTNERS III LP ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO CA 94111 0 0 0 1 Joint Filer 0001616050 Friedman Fleischer & Lowe GP III, L.P. ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO CA 94111 0 0 0 1 Joint Filer 0001615971 Friedman Fleischer & Lowe GP III, LLC ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO CA 94111 0 0 0 1 Joint Filer This Form 3/A amends and restates the original Form 3 filed on October 9, 2015 (the "Original Form 3"). The shares referred to in the Original Form 3 are now described on a separate Form 4 filed with the U.S. Securities and Exchange Commission on the date hereof reflecting the acquisition of such shares on October 1, 2015, as further described in such Form 4. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, each of Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P., FFL Individual Partners III, L.P., FFL Executive Partners III, L.P., Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC (the "FFL Reporting Persons"), may be deemed to be directors-by-deputization by virtue of their right to designate a member of the board of directors of the Issuer effective as of October 1, 2015, the closing date of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 5, 2014, by and among the Issuer, SKBHC Holdings LLC and Starbuck Bancshares, Inc. The FFL Reporting Persons have designated Spencer C. Fleischer as a member of the board of directors of the Issuer, effective October 1, 2015, pursuant to that certain Investment Letter Agreement, dated as of November 5, 2014, by and between the Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P., FFL Individual Partners III, L.P., and FFL Executive Partners III, L.P. (the "FFL Funds")) and the Issuer. /s/Spencer C. Fleischer 2016-01-15