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 OF SECURITIES
                                                                                  
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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
                      

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/YYYY)

2/21/2023
(Street)

PORTLAND, OR 97204
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/21/2023  J  71 (1)A$0 (2)1661 I by 401(k) 
Common Stock 2/21/2023  A  20960 (3)A$0 (2)267382 D  
Common Stock 2/21/2023  A  15720 (4)A$0 (2)283102 D  
Common Stock 2/21/2023  A  15720 (5)A$0 (2)298822 D  
Common Stock         4179 I by IRA 
Common Stock         2274 I by Spouse IRA 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) 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).
(2) Not required.
(3) Restricted stock unit award granted 2/21/23. The award vests 34% on February 15, 2024, and 33% on February 15, 2025, and 2026.
(4) Performance share award granted 2/21/23. The award vests in the first quarter of 2026 based on the issuer's relative total shareholder return from January 1, 2023 through December 31, 2025 compared to a Compensation Committee approved group of peers.
(5) Performance share award granted 2/21/23. The award vests in the first quarter of 2026 based on the issuer's relative return on tangible common equity for fiscal years 2023-2025 compared to a Compensation Committee approved group of peers.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
FARNSWORTH RON L
ONE SW COLUMBIA STREET, SUITE 1200
PORTLAND, OR 97204


EVP/CFO

Signatures
/s/ Andrew H. Ognall, Attorney-in-Fact for Ron L. Farnsworth2/22/2023
**Signature of Reporting PersonDate


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 control number.
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