SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*


Banner Corporation
 (Name of Issuer)

Common Stock, par value $0.01 per share
 (Title of Class of Securities)


06652V208
(CUSIP Number)


Spencer C. Fleischer
Friedman Fleischer & Lowe GP III, LLC
One Maritime Plaza, Suite 2200
San Francisco, CA 94111
Telephone: (415) 402-2100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Neil W. Townsend, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019−6099
(212) 728−8000


November 18, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
CUSIP No. 06652V208
 
  
 
Page     2    of    10    Pages
 

SCHEDULE 13D
 
1
 
NAMES OF REPORTING PERSONS
 
Friedman Fleischer & Lowe Capital Partners III, L.P.
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
SOURCE OF FUNDS
 
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
☐
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
 
7
 
SOLE VOTING POWER
 
0
 
8
 
SHARED VOTING POWER
 
571,800
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
SHARED DISPOSITIVE POWER
 
571,800
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
571,800
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
 
14
 
TYPE OF REPORTING PERSON
 
PN


2
 
CUSIP No. 06652V208
 
  
 
Page    3     of    10    Pages
 

SCHEDULE 13D
 
1
 
NAMES OF REPORTING PERSONS
 
Friedman Fleischer & Lowe Parallel Fund III, L.P.
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
SOURCE OF FUNDS
 
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
☐
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
 
7
 
SOLE VOTING POWER
 
0
 
8
 
SHARED VOTING POWER
 
378,924
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
SHARED DISPOSITIVE POWER
 
378,924
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
378,924
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
 
14
 
TYPE OF REPORTING PERSON
 
PN

3

 
CUSIP No. 06652V208
 
  
 
Page    4     of    10    Pages
 

SCHEDULE 13D
 
1
 
NAMES OF REPORTING PERSONS
 
FFL Individual Partners III, L.P.
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
SOURCE OF FUNDS
 
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
☐
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
 
7
 
SOLE VOTING POWER
 
0
 
8
 
SHARED VOTING POWER
 
12,113
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
SHARED DISPOSITIVE POWER
 
12,113
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
12,113
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
 
14
 
TYPE OF REPORTING PERSON
 
PN

4

 
CUSIP No. 06652V208
 
  
 
Page    5     of    10    Pages
 

SCHEDULE 13D
 
1
 
NAMES OF REPORTING PERSONS
 
FFL Executive Partners III, L.P.
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
SOURCE OF FUNDS
 
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
☐
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
 
7
 
SOLE VOTING POWER
 
0
 
8
 
SHARED VOTING POWER
 
11,151
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
SHARED DISPOSITIVE POWER
 
11,151
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
11,151
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
 
14
 
TYPE OF REPORTING PERSON
 
PN


5
 
CUSIP No. 06652V208
 
  
 
Page    6     of    10    Pages
 

SCHEDULE 13D
 
1
 
NAMES OF REPORTING PERSONS
 
Friedman Fleischer & Lowe GP III, L.P.
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
SOURCE OF FUNDS
 
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
☐
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
 
7
 
SOLE VOTING POWER
 
0
 
8
 
SHARED VOTING POWER
 
973,988
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
SHARED DISPOSITIVE POWER
 
973,988
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
973,988
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
 
14
 
TYPE OF REPORTING PERSON
 
PN


6

 
CUSIP No. 06652V208
 
  
 
Page    7     of    10    Pages
 

SCHEDULE 13D
 
1
 
NAMES OF REPORTING PERSONS
 
Friedman Fleischer & Lowe GP III, LLC
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
(b) ☐
 
3
 
SEC USE ONLY
 
 
 
4
 
SOURCE OF FUNDS
 
OO
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
☐
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
 
7
 
SOLE VOTING POWER
 
0
 
8
 
SHARED VOTING POWER
 
973,988
 
9
 
SOLE DISPOSITIVE POWER
 
0
 
10
 
SHARED DISPOSITIVE POWER
 
973,988
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
973,988
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
 
14
 
TYPE OF REPORTING PERSON
 
OO

7

Amendment No. 2 to Schedule 13D
This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2015, as amended by the Schedule 13D/A filed with the SEC on November 7, 2016 (the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
This Amendment No. 2 amends Item 5 as set forth below. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 5.          Interest in Securities of the Issuer
Items 5(a) and (c) of the Schedule 13D are hereby amended and restated as follows:
(a) In the aggregate, the Reporting Persons beneficially own 973,988 shares of Common Stock, constituting approximately 2.9% of the issued and outstanding Common Stock, which consists of 571,800 shares of Common Stock held by Friedman Fleischer & Lowe Capital Partners III, L.P., 378,924 shares of Common Stock held by Friedman Fleischer & Lowe Parallel Fund III, L.P., 12,113 shares of Common Stock held by FFL Individual Partners III, L.P. and 11,151 shares of Common Stock held by FFL Executive Partners III, L.P. The FFL Funds are 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.
All ownership percentages of the securities reporting in this Schedule 13D are based upon 33,424,524 shares of Common Stock outstanding as of October 31, 2016, as reported on the Company’s Quarterly Report filed on Form 10-Q for the period ending September 30, 2016, as filed with the SEC on November 7, 2016.
(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D is set forth in Annex A hereto and is incorporated herein by reference. All of the transactions in shares of Common Stock listed in Annex A hereto were effected in the open market or through a brokered block trade.
(e) As a result of the transactions described on Annex A hereto, on November 18, 2016, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding Common Stock.


SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:  November 21, 2016




 
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/ Spencer C. Fleischer
 
Name:
Spencer C. Fleischer
 
Title:
Managing Member

 
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/ Spencer C. Fleischer
 
Name:
Spencer C. Fleischer
 
Title:
Managing Member

 
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/ Spencer C. Fleischer
 
Name:
Spencer C. Fleischer
 
Title:
Managing Member

 
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/ Spencer C. Fleischer
 
Name:
Spencer C. Fleischer
 
Title:
Managing Member

 
Friedman Fleischer & Lowe GP III, L.P.
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
/s/ Spencer C. Fleischer
 
Name:
Spencer C. Fleischer
 
Title:
Managing Member

 
Friedman Fleischer & Lowe GP III, LLC
 
By:
/s/ Spencer C. Fleischer
 
Name:
Spencer C. Fleischer
 
Title:
Managing Member

ANNEX A
 
TRANSACTIONS IN THE COMMON STOCK BY THE REPORTING PERSONS
 
The following tables set forth all transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D. All prices per share exclude commissions.
 
Friedman Fleischer & Lowe Capital Partners III, L.P.
 
Date of Sale
 
 
 
Total Shares Sold
 
 
 
Price Per Share
 
 
 
How Effected
 
 
 
November 18, 2016
 
 
 
422,693
 
 
 
$ 
48.32
 
 
Block trade
 
 

Friedman Fleischer & Lowe Parallel Fund III, L.P.
 
Date of Sale
 
 
 
Total Shares Sold
 
 
 
Price Per Share
 
 
 
How Effected
 
 
 
November 18, 2016
 
 
 
280,111
 
 
 
$ 
48.32
 
 
Block trade
 
 

FFL Individual Partners III, L.P.
 
Date of Sale
 
 
 
Total Shares Sold
 
 
 
Price Per Share
 
 
 
How Effected
 
 
 
November 18, 2016
 
 
 
8,954
 
 
 
$ 
48.32
 
 
Block trade
 
 

FFL Executive Partners III, L.P.
 
Date of Sale
 
 
 
Total Shares Sold
 
 
 
Price Per Share
 
 
 
How Effected
 
 
 
November 18, 2016
 
 
 
8,242
 
 
 
$ 
48.32
 
 
Block trade