Sec Form 4 Filing - Fleischer Spencer C @ BANNER CORP - 2016-11-18

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Fleischer Spencer C
2. Issuer Name and Ticker or Trading Symbol
BANNER CORP [ BANR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FFL PARTNERS, LLC, ONE MARITIME PLAZA, SUITE 2200
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2016
(Street)
SAN FRANCISCO, CA94111
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, $0.01 par value per share ( 1 ) 697 D ( 1 )
Common Stock, $0.01 par value per share 11/18/2016 S 422,693 D $ 48.32 571,800 I See footnotes ( 2 ) ( 6 ) ( 7 )
Common stock, $0.01 par value per share 11/18/2016 S 280,111 D $ 48.32 378,924 I See footnotes ( 3 ) ( 6 ) ( 7 )
Common stock, $0.01 par value per share 11/18/2016 S 8,954 D $ 48.32 12,113 I See footnotes ( 4 ) ( 6 ) ( 7 )
Common stock, $0.01 par value per share 11/18/2016 S 8,242 D $ 48.32 11,151 I See footnotes ( 5 ) ( 6 ) ( 7 )
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
Fleischer Spencer C
C/O FFL PARTNERS, LLC
ONE MARITIME PLAZA, SUITE 2200
SAN FRANCISCO, CA94111
X
FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III LP
ONE MARTIME PLAZA, 22ND FLOOR
SAN FRANCISCO, CA94111
X
FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III LP
ONE MARITIME PLAZA
SAN FRANCISCO, CA94111
X
FFL Individual Partners III, L.P.
ONE MARITIME PLAZA
22ND FLOOR
SAN FRANCISCO, CA94111
X
FFL EXECUTIVE PARTNERS III LP
ONE MARITIME PLAZA, SUITE 2200
SAN FRANCISCO, CA94111
X
Friedman Fleischer & Lowe GP III, L.P.
ONE MARTIME PLAZA, 22ND FLOOR
SAN FRANCISCO, CA94111
X
Friedman Fleischer & Lowe GP III, LLC
ONE MARTIME PLAZA, 22ND FLOOR
SAN FRANCISCO, CA94111
X
Signatures
/s/ Spencer C. Fleischer 11/21/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents award of restricted stock pursuant to 2014 Omnibus Incentive Plan; shares fully vest on April 25, 2017. These shares are subject to forfeiture and to limits on transferability until they vest.
( 2 )Held directly by Friedman Fleischer & Lowe Capital Partners III, L.P.
( 3 )Held directly by Friedman Fleischer & Lowe Parallel Fund III, L.P.
( 4 )Held directly by FFL Individual Partners III, L.P.
( 5 )Held directly by FFL Executive Partners, L.P.
( 6 )Each Reporting Person expressly disclaims beneficial ownership of the shares except to the extent of such Reporting Person's pecuniary interest therein. See Exhibit 99.1.
( 7 )Solely for purposes of Section 16 of the Securities Exchange Act of 1934, each of Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P., FFL Individual Partners III, L.P., FFL Executive Partners III, L.P., Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC (the "FFL Reporting Persons"), may be deemed to be directors-by-deputization by virtue of their right to designate a member of the board of directors of the Issuer. The FFL Reporting Persons designated Spencer C. Fleischer as a member of the board of directors of the Issuer, effective October 1, 2015 pursuant to that certain Investment Letter Agreement, dated as of November 5, 2014, by and between the FFL Funds (as defined in Exhibit 99.1) and the Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.