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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X
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*
Friedman Fleischer & Lowe GP III, LLC

(Last) (First) (Middle)
ONE MARTIME PLAZA, 22ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(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)
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) 587,073 D $22.55 1,764,678 I See footnotes(2)(3)
Common Stock, par value $0.01 per share 05/29/2018 S(1) 389,043 D $22.55 1,169,425 I See footnotes(2)(4)
Common Stock, par value $0.01 per share 05/29/2018 S(1) 12,436 D $22.55 37,383 I See footnotes(2)(5)
Common Stock, par value $0.01 per share 05/29/2018 S(1) 11,448 D $22.55 34,412 I See footnotes(2)(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*
Friedman Fleischer & Lowe GP III, LLC

(Last) (First) (Middle)
ONE MARTIME PLAZA, 22ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Friedman Fleischer & Lowe GP III, L.P.

(Last) (First) (Middle)
ONE MARTIME PLAZA, 22ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III LP

(Last) (First) (Middle)
ONE MARTIME PLAZA, 22ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III LP

(Last) (First) (Middle)
ONE MARITIME PLAZA, 22ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FFL Individual Partners III, L.P.

(Last) (First) (Middle)
ONE MARITIME PLAZA
22ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FFL EXECUTIVE PARTNERS III LP

(Last) (First) (Middle)
ONE MARITIME PLAZA, 22ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1
2. See Exhibit 99.1
3. See Exhibit 99.1
4. See Exhibit 99.1
5. See Exhibit 99.1
6. See Exhibit 99.1
Remarks:
Following the transactions reported in this Form 4, the Reporting Persons are no longer 10% Owners of Green Bancorp, Inc.'s Common Stock. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signatures
/s/ Friedman Fleischer & Lowe GP III, LLC, by Rajat Duggal, its Managing Director 05/31/2018
** Signature of Reporting Person Date
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.
Explanation of Responses
(1) 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.

(2)  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. (collectively, the “FFL Funds”) is controlled by Friedman Fleischer & Lowe GP III, L.P., their general partner, which is controlled by Friedman Fleischer & Lowe GP III, LLC, its general partner. Friedman Fleischer & Lowe GP III, LLC is controlled by Tully M. Friedman and Spencer C. Fleischer, its two managing members. Accordingly, Friedman Fleischer & Lowe GP III, L.P., Friedman Fleischer & Lowe GP III, LLC and Messrs. Friedman and Fleischer (the “FFL Related Parties”) may be deemed to beneficially own the shares owned by the FFL Funds. Each FFL Related Party expressly disclaims beneficial ownership of the shares shown as beneficially owned by the FFL Funds in which such FFL Related Party does not have a pecuniary interest. Investment, disposition and voting decisions with respect to shares held by each of the FFL Funds are made by an investment committee of certain limited partners of Friedman Fleischer & Lowe GP III, L.P., currently consisting of seven individuals (the “Investment Committee”), including Tully Friedman, Spencer Fleischer, Chris Harris, Greg Long, Rajat Duggal, Aaron Money, and Cas Schneller. All members of the Investment Committee expressly disclaim beneficial ownership of the shares shown as beneficially owned by the FFL Funds in which such members do not have a pecuniary interest. The address of each of the entities and persons identified in this note is c/o FFL Partners, LLC, One Maritime Plaza, Ste. 2200, San Francisco, CA 94111

(3) Held directly by Friedman Fleischer & Lowe Capital Partners III, L.P.
(4) Held directly by Friedman Fleischer & Lowe Parallel Fund III, L.P
(5) Held directly by FFL Individual Partners III, L.P.
(6) Held directly by FFL Executive Partners III, L.P

JOINT FILERS’ SIGNATURES
 
FRIEDMAN FLEISCHER & LOWE GP III, LLC
 
 
By:
/s/ Rajat Duggal
Date: 
 5/31/18
Name:
Rajat Duggal
   
Title:
Managing Director
   
       
FRIEDMAN FLEISCHER & LOWE GP III, L.P.
By:
Friedman Fleischer & Lowe GP III, LLC, its general partner
   
   
By:
/s/ Rajat Duggal
Date: 
   5/31/18
Name:
Rajat Duggal
   
Title:
Managing Director
   
       
FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III, L.P.
By:
Friedman Fleischer & Lowe GP III, L.P., its general partner
By:
Friedman Fleischer & Lowe GP III, LLC, its general partner
   
   
By:
/s/ Rajat Duggal
Date: 
   5/31/18
Name:
Rajat Duggal
   
Title:
Managing Director
   
       
FFL EXECUTIVE PARTNERS III, L.P.
By:
Friedman Fleischer & Lowe GP III, L.P., its general partner
By:
Friedman Fleischer & Lowe GP III, LLC, its general partner
   
   
By:
/s/ Rajat Duggal
Date: 
 5/31/18
Name:
Rajat Duggal
   
Title:
Managing Director
   
       
FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III, L.P.
By:
Friedman Fleischer & Lowe GP III, L.P., its general partner
By:
Friedman Fleischer & Lowe GP III, LLC, its general partner
   
   
By:
/s/ Rajat Duggal
Date: 
   5/31/18
Name:
Rajat Duggal
   
Title:
Managing Director
   
       
FFL INDIVIDUAL PARTNERS III, L.P.
   
By: Friedman Fleischer & Lowe GP III, L.P., its general partner    
By: 
Friedman Fleischer & Lowe GP III, LLC, its general partner
   
       
       
By: /s/ Rajat Duggal  Date:    5/31/18
Name:
Rajat Duggal
   
Title:
Managing Director