Sec Form 4 Filing - EDSON DAVID M @ UMPQUA HOLDINGS CORP - 2009-03-02

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 EDSON DAVID M 2. Issuer Name and Ticker or Trading Symbol UMPQUA HOLDINGS CORP [ UMPQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President-Umpqua Bank (Last) (First) (Middle) ONE SW COLUMBIA STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2009 (Street) PORTLAND, OR97258 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/02/2009 D( 1 ) 5,672 D $ 7.97 8,974 D Common Stock 03/02/2009 D( 1 ) 2,587 D $ 7.97 6,387 D Common Stock 03/02/2009 D( 2 ) 4,000 D 2,387 D Common Stock 03/02/2009 A( 4 ) 7,300 A $ 0 9,687 D Common Stock 03/02/2009 A( 4 ) 16,000 A $ 0 25,687 D Common Stock 03/04/2009 J 5 A 1,026 ( 5 ) I by 401(k)

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 Non-Qualified Stock Option (right to buy) $ 11.59 03/02/2009 J 10,000 07/21/2009 07/20/2018( 2 ) Common Stock 10,000 ( 3 ) 0 D Non-Qualified Stock Option (right to buy) $ 15.5 03/02/2009 J 24,000 01/28/2009 01/27/2018( 2 ) Common Stock 24,000 ( 3 ) 6,000 D Non-Qualified Stock Option (right to buy) $ 23.49 03/02/2009 J 8,000 01/21/2006 01/20/2015( 2 ) Common Stock 8,000 ( 3 ) 32,000 D Non-Qualified Stock Option (right to buy) $ 14.62 10/16/2003( 6 ) 10/16/2012 Common Stock 25,000 25,000 D Non-Qualified Stock Option (right to buy) $ 19.01 09/30/2004( 6 ) 09/30/2013 Common Stock 10,000 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EDSON DAVID M ONE SW COLUMBIA STREET, SUITE 1200 PORTLAND, OR97258 President-Umpqua Bank Signatures By: Steven L. Philpott, Attorney in Fact For: David M. Edson 03/04/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Payment of tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. ( 2 )Shares forfeited following termination of employment. ( 3 )Not required. ( 4 )Shares vested pursuant to grant of restricted stock units under 2007 Long Term Incentive Plan. ( 5 )Holdings reported include shares acquired in the 401(k)/Profit Sharing plan through dividend reinvestment, payroll deferrals and/or employer contributions. ( 6 )All options are fully vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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