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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lightyear Fund II GP Holdings, LLC C/O LIGHTYEAR CAPITAL LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X | |||
Lightyear Fund II GP, L.P. C/O LIGHTYEAR CAPITAL LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X | |||
LIGHTYEAR FUND II, L.P. C/O LIGHTYEAR CAPITAL LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X | |||
Lightyear Co-Invest Partnership II, L.P. C/O LIGHTYEAR CAPITAL LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X | |||
LY Holdings, LLC C/O LIGHTYEAR CAPITAL LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X | |||
Vassallo Mark F C/O LIGHTYEAR CAPITAL LLC 9 WEST 57TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
X |
LIGHTYEAR FUND II GP HOLDINGS, LLC, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President | 05/31/2017 | |
**Signature of Reporting Person | Date | |
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 | 05/31/2017 | |
**Signature of Reporting Person | Date | |
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 | 05/31/2017 | |
**Signature of Reporting Person | Date | |
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 | 05/31/2017 | |
**Signature of Reporting Person | Date | |
LY HOLDINGS, LLC, By: /s/ Ellan Ben-Hayon, Name: Ellan Ben-Hayon, Title: Vice President | 05/31/2017 | |
**Signature of Reporting Person | Date | |
MARK F. VASSALLO, /s/ Ellan Ben-Hayon, By: Ellan Ben-Hayon, Attorney-in-Fact | 05/31/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | 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. |
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 |