Neal T. Mclaughlin - Feb 28, 2023 Form 4 Insider Report for UMPQUA HOLDINGS CORP (UMPQ)

Role: EVP/Treasurer
Signature: /s/ Andrew H. Ognall, Attorney-in-fact for Neal T. McLaughlin
Stock symbol: UMPQ
Transactions as of: Feb 28, 2023
Transactions value $: -$21,157
Form type: 4
Date filed: 3/2/2023, 10:06 AM
Previous filing: Feb 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UMPQ	Common Stock	Tax liability	-$21.2K	-1.2K	-0.84%	$17.66	141K	Feb 28, 2023	Direct	F1
transaction	UMPQ	Common Stock	Disposed to Issuer	$0	-141K	-100%	$0.00^*	0	Feb 28, 2023	Direct	F2
transaction	UMPQ	Common Stock	Disposed to Issuer	$0	-1.15K	-100%	$0.00^*	0	Feb 28, 2023	by 401(k)	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Neal T. Mclaughlin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Payment of a portion of the tax liability by delivering or withholding securities incident to the receipt or vesting of a security issued in accordance with Rule 16b-3.
F2	Disposed of with the Issuer's merger with Columbia Banking System. Each share of Issuer stock converted into a right to receive 0.5958 of a share of Columbia stock, with a market value of $17.71 per share of Issuer stock based on the closing price of Columbia stock on the last trading day prior to the merger of $29.73 per share. Each Issuer restricted and performance stock unit award was disposed of in exchange for restricted stock unit awards in respect of Columbia stock equal to the product of the number of shares of Issuer stock subject to the award multiplied by 0.5958. Each Columbia award will be subject to the terms and conditions (excluding performance-based vesting) of the converted Issuer award prior to the merger. The number of shares subject to the performance award was determined based on performance levels deemed satisfied as set forth in the merger agreement. As a result of the merger the reporting person no longer beneficially owns any shares of Issuer stock.

Content

Payment of a portion of the tax liability by delivering or withholding securities incident to the receipt or vesting of a security issued in accordance with Rule 16b-3.

Disposed of with the Issuer's merger with Columbia Banking System. Each share of Issuer stock converted into a right to receive 0.5958 of a share of Columbia stock, with a market value of $17.71 per share of Issuer stock based on the closing price of Columbia stock on the last trading day prior to the merger of $29.73 per share. Each Issuer restricted and performance stock unit award was disposed of in exchange for restricted stock unit awards in respect of Columbia stock equal to the product of the number of shares of Issuer stock subject to the award multiplied by 0.5958. Each Columbia award will be subject to the terms and conditions (excluding performance-based vesting) of the converted Issuer award prior to the merger. The number of shares subject to the performance award was determined based on performance levels deemed satisfied as set forth in the merger agreement. As a result of the merger the reporting person no longer beneficially owns any shares of Issuer stock.