Sec Form 4 Filing - NATIONAL AUSTRALIA BANK LTD @ Great Western Bancorp, Inc. - 2015-04-30

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) 04/30/2015 (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 04/30/2015 S 20,000,000 ( 1 ) ( 2 ) D $ 20.5863 19,486,114 I See footnote ( 3 ) Common Stock, par value $0.01 per share 05/01/2015 S 3,000,000 ( 1 ) ( 2 ) D $ 20.5863 16,486,114 I See footnote ( 3 )

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 Signatures By: /s/ Louise R. Thomson, as Company Secretary for National Australia Bank Limited 05/04/2015 Signature of Reporting Person Date By: /s/ Donald J. Straka, as Secretary for National Americas Holdings LLC 05/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 30, 2015, National Americas Holdings LLC ("NAH"), a wholly owned subsidiary of National Australia Bank Limited ("NAB"), and NAB entered into an underwriting agreement (the "Underwriting Agreement") with Great Western Bancorp, Inc. (the "Company") and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule A thereto (the "Underwriters"), providing for the sale of by NAH 20,000,000 shares of common stock of the Company in an underwritten public offering (the "Offering"). ( 2 )(Continued from footnote 1) The Underwriting Agreement also granted the Underwriters an option to purchase up to an additional 3,000,000 shares of common stock of the Company from NAH within 30 days from the date of the Underwriting Agreement. On May 1, 2015, the Underwriters exercised the option in full. As a result, NAH has agreed to sell 23,000,000 shares to the Underwriters at a price of $20.58625 per share of common stock, representing 39.7% of the outstanding common stock of the Company. The closing is expected to occur on May 6, 2015. ( 3 )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 of the Company. 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 of the Company owned of record by NAH. Each of NAB and NAH may be deemed a director by deputization of the Company.

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