Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT 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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1. Name and Address of Reporting Person *
COPELAND BRAD F
 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)
Sr EVP/Chief Operating Officer
(Last)
(First)
(Middle)

ONE SW COLUMBIA STREET, SUITE 1200		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


PORTLAND, OR 97258		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2012   J 120 A $ (1) 4,561 (2) I by 401(k)
Common Stock             109,101 D  
Common Stock             1,805 I by IRA
Common Stock             244 I by Spouse

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 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 9.23           02/02/2010(3) 02/01/2019 Common Stock
25,000
  25,000
D
 
Non-Qualified Stock Option (right to buy) $ 10.97           01/31/2014(4) 01/30/2021 Common Stock
22,000
  22,000
D
 
Non-Qualified Stock Option (right to buy) $ 11.59           07/21/2009(5) 07/20/2018 Common Stock
20,000
  20,000
D
 
Non-Qualified Stock Option (right to buy) $ 12.87           08/02/2011(6) 08/01/2020 Common Stock
50,000
  50,000
D
 
Non-Qualified Stock Option (right to buy) $ 15.5           01/28/2009(7) 01/27/2018 Common Stock
35,000
  35,000
D
 
Non-Qualified Stock Option (right to buy) $ 19.01           09/30/2004(7) 09/30/2013 Common Stock
15,000
  15,000
D
 
Non-Qualified Stock Option (right to buy) $ 23.49           01/20/2006(7) 01/20/2015 Common Stock
40,000
  40,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COPELAND BRAD F
ONE SW COLUMBIA STREET, SUITE 1200
PORTLAND, OR 97258		       Sr EVP/Chief Operating Officer  

Signatures

By: Steven L. Philpott, Attorney in Fact For: Brad Copeland 02/08/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Not required.
(2) Holdings reported include shares acquired in the 401(k)/Profit Sharing plan through dividend reinvestment, payroll deferrals and/or employer contributions.
(3) Option granted 2/2/09. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.
(4) Option granted 1/31/2011. The options vest three years following the grant date to the extent that the issuer's total shareholder return achieves specified targets as compared with the KRXTR regional bank stock index.
(5) Option granted 7/21/08. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.
(6) Option granted 8/2/2010. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.
(7) All options are fully vested.

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