David F. Shotwell - Feb 28, 2023 Form 4 Insider Report for UMPQUA HOLDINGS CORP (UMPQ)

Role
EVP/Chief Risk Officer
Signature
/s/ Andrew H. Ognall, Attorney-in-fact for David F. Shotwell
Stock symbol
UMPQ
Transactions as of
Feb 28, 2023
Transactions value $
-$36,450
Form type
4
Date filed
3/2/2023, 10:22 AM
Previous filing
Jul 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UMPQ Common Stock Tax liability -$36.5K -2.06K -1.79% $17.66 113K Feb 28, 2023 Direct F1
transaction UMPQ Common Stock Disposed to Issuer $0 -113K -100% $0.00* 0 Feb 28, 2023 Direct F2
transaction UMPQ Common Stock Disposed to Issuer $0 -252 -100% $0.00* 0 Feb 28, 2023 by 401(k) F2
transaction UMPQ Common Stock Disposed to Issuer $0 -2K -100% $0.00* 0 Feb 28, 2023 by IRA F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David F. Shotwell 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.