Statement of Changes in Beneficial Ownership (4)
May 31 2017 - 5:05PM
Edgar (US Regulatory)
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FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lightyear Fund II GP Holdings, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
CASCADE BANCORP
[
CACB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O LIGHTYEAR CAPITAL LLC, 9 WEST 57TH STREET, 31ST FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/30/2017
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/30/2017
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S
(1)
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11438500
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D
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(1)
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0
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I
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See Footnote
(2)
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Common Stock
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5/30/2017
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S
(1)
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30250
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D
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(1)
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0
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I
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See Footnote
(3)
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Common Stock
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5/30/2017
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S
(1)
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27661
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D
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(1)
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0
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I
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See Footnote
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Each share of common stock, no par value (the "Common Stock"), of Cascade Bancorp (the "Issuer") was disposed of upon consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 17, 2016, by and among the Issuer and First Interstate BancSystem, Inc. ("FIBK") for the right to receive (i) 0.14864 shares of FIBK's Class A common stock and (ii) $1.91 in cash, without interest, with any fractional shares paid in cash. The Merger was consummated on May 30, 2017.
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(2)
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The shares were held directly by Lightyear Fund II, L.P. The general partner of Lightyear Fund II, L.P. is Lightyear Fund II GP, L.P. The general partner of Lightyear Fund II GP, L.P. is Lightyear Fund II GP Holdings, LLC. The managing member of Lightyear Fund II GP Holdings, LLC is LY Holdings, LLC. The managing member of LY Holdings, LLC is Mr. Mark F. Vassallo.
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(3)
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The shares were held directly by Lightyear Co-Invest Partnership II, L.P. The general partner of Lightyear Co-Invest Partnership II, L.P. is Lightyear Fund II GP Holdings, LLC. The managing member of Lightyear Fund II GP Holdings, LLC is LY Holdings, LLC. The managing member of LY Holdings, LLC is Mr. Mark F. Vassallo.
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(4)
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The shares were held directly by Lightyear Capital II, LLC. The sole member of Lightyear Capital II, LLC is Lightyear Capital LLC. The managing member of Lightyear Capital LLC is Mr. Mark F. Vassallo.
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Remarks:
Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
Exhibit List:
Exhibit 24 - Limited Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lightyear Fund II GP Holdings, LLC
C/O LIGHTYEAR CAPITAL LLC
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY 10019
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X
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Lightyear Fund II GP, L.P.
C/O LIGHTYEAR CAPITAL LLC
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY 10019
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X
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LIGHTYEAR FUND II, L.P.
C/O LIGHTYEAR CAPITAL LLC
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY 10019
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X
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Lightyear Co-Invest Partnership II, L.P.
C/O LIGHTYEAR CAPITAL LLC
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY 10019
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X
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LY Holdings, LLC
C/O LIGHTYEAR CAPITAL LLC
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY 10019
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X
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Vassallo Mark F
C/O LIGHTYEAR CAPITAL LLC
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY 10019
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X
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Signatures
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LIGHTYEAR FUND II GP HOLDINGS, LLC, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President
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5/31/2017
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**
Signature of Reporting Person
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Date
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LIGHTYEAR FUND II GP, L.P., By: Lightyear Fund II GP Holdings, LLC, its general partner, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President
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5/31/2017
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**
Signature of Reporting Person
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Date
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LIGHTYEAR FUND II, L.P., By: Lightyear Fund II GP, L.P., its general partner, By: Lightyear Fund II GP Holdings, LLC, its general partner, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President
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5/31/2017
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**
Signature of Reporting Person
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Date
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LIGHTYEAR CO-INVEST PARTNERSHIP II, L.P., By Lightyear Fund II GP Holdings, LLC, its general partner, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President
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5/31/2017
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Signature of Reporting Person
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Date
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LY HOLDINGS, LLC, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President
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5/31/2017
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Signature of Reporting Person
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Date
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MARK F. VASSALLO, /s/ Ellan Ben-Hayon, By: Ellan Ben-Hayon, Attorney-in-Fact
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5/31/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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