Sec Form 4 Filing - FARNSWORTH RON L @ UMPQUA HOLDINGS CORP - 2021-02-01

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 FARNSWORTH RON L 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) EVP/CFO (Last) (First) (Middle) ONE SW COLUMBIA STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2021 (Street) PORTLAND, OR97204 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 02/01/2021 S 13,100 ( 1 ) D $ 14.6888 ( 2 ) 211,637 D Common Stock 02/02/2021 F 1,385 ( 3 ) D $ 15.24 210,252 D Common Stock 02/02/2021 D 2,133 ( 4 ) D $ 0 208,119 D Common Stock 02/02/2021 J 77 ( 5 ) A $ 0 ( 6 ) 1,508 I by 401(k) Common Stock 4,179 I by IRA Common Stock 2,274 I by Spouse IRA

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 FARNSWORTH RON L ONE SW COLUMBIA STREET, SUITE 1200 PORTLAND, OR97204 EVP/CFO Signatures /s/ Andrew H. Ognall, Attorney-in-Fact for Ron L. Farnsworth 02/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold pursuant to 10b5-1 plan to satisfy tax obligations upon vesting of stock awards. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.585 to $14.78, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within these ranges. ( 3 )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. ( 4 )Net shares forfeited under the PSA granted 2/2/18 (in accordance with Rule 16b-3(e)) due to the issuer's TSR performance not being met at target. ( 5 )Holdings reported include shares acquired in the 401(k)/Profit Sharing plan through dividend reinvestment, payroll deferrals and/or employer contributions in transactions that were exempt under Rule 16b-3(c). ( 6 )Not required.

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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