SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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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).
1. Name and Address of Reporting Person*
HP Holding LLC f/k/a ISTM Associates, LLC

(Last) (First) (Middle)
C/O HARVEST PARTNERS, L.P.
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Green Bancorp, Inc. [ GNBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, par value $0.01 per share 05/29/2018 S 1,000,000 D $22.55 3,005,895 I See Footnotes(1)(2)(3)(4)(5)(6)
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 (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 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: 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
1. Name and Address of Reporting Person*
HP Holding LLC f/k/a ISTM Associates, LLC

(Last) (First) (Middle)
C/O HARVEST PARTNERS, L.P.
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARVEST PARTNERS V, L.P.

(Last) (First) (Middle)
C/O HARVEST PARTNERS, L.P.
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Harvest Associates V, L.P.

(Last) (First) (Middle)
C/O HARVEST PARTNERS, L.P.
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Harvest Associates V, L.L.C.

(Last) (First) (Middle)
C/O HARVEST PARTNERS, L.P.
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Harvest Partners, LP

(Last) (First) (Middle)
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KLEINMAN IRA D

(Last) (First) (Middle)
C/O HARVEST PARTNERS, L.P.
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DeFlorio Michael

(Last) (First) (Middle)
C/O HARVEST PARTNERS, L.P.
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Arenz Thomas

(Last) (First) (Middle)
C/O HARVEST PARTNERS, L.P.
280 PARK AVENUE, 25TH FLOOR WEST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed on behalf of Harvest Partners V, L.P. ("HP V") and Harvest Strategic Associates V, L.P. ("HSA V") (collectively, the "Harvest Funds"). Harvest Associates V, L.P. is the general partner of HP V. Harvest Associates V, L.L.C. is the general partner of Harvest Associates V, L.P. and HSA V. Harvest Partners, LP provides management services for HP V and HSA V. ISTM Associates V, L.L.C. ("ISTM") is the managing member of Harvest Associates V, L.L.C. and HP Holding LLC ("HP Holding") is the general partner of Harvest Partners, LP. ISTM has four members who may be deemed to share beneficial ownership of the shares of our common stock owned by HP V and HSA V. The four members are Stephen Eisenstein, who is a member of our Board and a Partner of Harvest Partners, LP, Ira Kleinman, Thomas Arenz and Michael DeFlorio. (continued in footnote 2)
2. HP Holding has five members who may be deemed to share beneficial ownership of the shares of our common stock owned by HP V and HSA V. The five members are Messrs Eisenstein, Kleinman, Arenz, DeFlorio and Jay Wilkins, a Partner of Harvest Partners, LP.
3. In connection with the secondary offering of common stock, par value $0.01 per share, of Green Bancorp, Inc. (the "Shares"), by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement") and prospectus supplement, each dated May 23, 2018 (the "Secondary Offering"), the Reporting Person shown on this Form 4, as a selling stockholder, sold Shares in the amounts shown in the above table. The Secondary Offering closed on May 29, 2018. This amount represents an aggregate price per Share of $22.55.
4. Reflects 2,978,198 shares held by HP V and 27,697 shares held by HSA V.
5. On the basis of the relationship among HP V, HA V, HA V LLC, HP, ISTM and Stephen Eisenstein, a director of Green Bancorp, Inc., HP V, HA V, HA V LLC, HP and ISTM may be considered directors by deputization.
6. Each of Messrs. Eisenstein, Kleinman, Arenz, DeFlorio and Wilkins disclaims beneficial ownership of the shares of common stock owned by HP V and HSA V, except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities by any reporting person for purposes of Section 16 or for any other purpose.
/s/ Mark C. Smith, as attorney-in-fact for HP Holding, LLC 05/31/2018
Harvest Associates V, L.P., its general partner; Harvest Associates V, L.L.C., its general partner; ISTM Associates V, L.L.C., its managing member; /s/ Mark C. Smith, as attorney-in-fact for Harvest Partners V, L.P. 05/31/2018
Harvest Associates V, L.L.C., its general partner; ISTM Associates V, L.L.C., its managing member; /s/ Mark C. Smith, as attorney-in-fact for Harvest Associates V, L.P. 05/31/2018
ISTM Associates V, L.L.C., its managing member; /s/ Mark C. Smith, as attorney-in-fact for Harvest Associates V, L.L.C. 05/31/2018
ISTM Associates V, L.L.C., its managing member; /s/ Mark C. Smith, as attorney-in-fact for Harvest Partners, L.P. 05/31/2018
/s/ Mark C. Smith, as attorney-in-fact for Ira Kleinman 05/31/2018
/s/ Mark C. Smith, as attorney-in-fact for Michael DeFlorio 05/31/2018
/s/ Mark C. Smith, as attorney-in-fact for Thomas Arenz 05/31/2018
** Signature of Reporting Person Date
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