Sec Form 4 Filing - NATIONAL AUSTRALIA BANK LTD @ Great Western Bancorp, Inc. - 2014-10-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NATIONAL AUSTRALIA BANK LTD
2. Issuer Name and Ticker or Trading Symbol
Great Western Bancorp, Inc. [ GWB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
LEVEL 1, 800 BOURKE STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2014
(Street)
DOCKLANDS, VICTORIA, C33008
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $0.01 per share 10/20/2014 S 18,400,000 ( 1 ) D $ 16.965 39,486,114 I See footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NATIONAL AUSTRALIA BANK LTD
LEVEL 1, 800 BOURKE STREET
DOCKLANDS, VICTORIA, C33008
X X
National Americas Holdings LLC
245 PARK AVENUE
NEW YORK, NY10167
X X
Signatures
/s/ Fiona Last, as Company Secretary of National Australia Bank Limited 10/20/2014
Signature of Reporting Person Date
/s/ Donald J. Straka, as Authorized Person of National Americas Holdings LLC 10/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective October 17, 2014, Great Western Bancorp, Inc. (the "Company") amended and restated its certificate of incorporation to give effect to a 578,861.14-for-1 stock split. On October 20, 2014, National Americas Holdings LLC ("NAH"), a wholly owned subsidiary of National Australia Bank Limited ("NAB"), sold 18,400,000 shares of common stock, par value $0.01 per share ("Common Stock"), of the Company in connection with the Company's initial public offering at a price of $16.965 per share.
( 2 )These securities are owned of record by NAH. NAB, as the ultimate parent of NAH, is deemed to beneficially own all shares of Common Stock. The board of directors of NAB has the power to vote, or direct the vote of, and to dispose, or direct the disposition of, shares of Common Stock owned of record by NAH. Each of NAB and NAH may be deemed a director by deputization of the Company.

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