Sec Form 4 Filing - MURPHY PAUL B JR @ Cadence Bancorporation - 2019-01-15

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 MURPHY PAUL B JR 2. Issuer Name and Ticker or Trading Symbol Cadence Bancorporation [ CADE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O CADENCE BANCORPORATION, 2800 POST OAK BOULEVARD, SUITE 3800 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2019 (Street) HOUSTON, TX77056 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 Class A Common Stock, par value $0.01 per share 01/15/2019 A 124,770 ( 1 ) A 447,008 D Class A Common Stock, par value $0.01 per share 2,500 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 Non-Qualified Stock Option (right to buy) $ 20.23 01/15/2019 A 647,736 ( 3 ) 01/15/2026( 3 ) Class A Common Stock, par value $0.01 per share 647,736 ( 3 ) 647,736 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MURPHY PAUL B JR C/O CADENCE BANCORPORATION 2800 POST OAK BOULEVARD, SUITE 3800 HOUSTON, TX77056 X Chairman and CEO Signatures /s/ Jerry W. Powell Attorney-in-Fact for Paul B. Murphy 01/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the grant of time-vesting restricted stock units pursuant to the Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive Plan (the "Plan"). The units vest as follows: (i) 30,202 units vest in three equal installments on each of January 14, 2020, January 14, 2021 and January 14, 2022, subject to continued employment through each applicable vesting date, and are settled in shares of Class A Common Stock (with any fractional shares settled in cash) and (ii) 94,568 units vest in twelve equal quarterly installments beginning on April 15, 2019, subject to continued employment through each applicable vesting date, and are settled in shares of Class A Common Stock (with any fractional shares settled in cash). ( 2 )Held by the Reporting Person's spouse. ( 3 )Represents grant to Reporting Person of seven-year Non-Qualified Stock Option to buy Class A Common Stock pursuant to the Plan. The option vests in three equal annual installments beginning on January 15, 2020. Such options will terminate on January 15, 2026 unless terminated sooner in accordance with the Plan or award agreement.

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).

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