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 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 * NEAL GARY 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) EVP/Enterprise Risk (Last) (First) (Middle) ONE SW COLUMBIA STREET, SUITE 1200 3. Date of Earliest Transaction (Month/Day/Year) 01/21/2015 (Street) PORTLAND, OR 97258 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 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 01/27/2015   D   656 (1) D $ 0 61,956 D   Common Stock 01/27/2015   F   2,672 (2) D $ 15.95 59,284 D   Common Stock 01/27/2015   F   709 (2) D $ 15.95 58,575 D   Common Stock 01/27/2015   F   567 (2) D $ 15.95 58,008 D

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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 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 23.49

01/21/2015

J

20,000 (3)

01/21/2006

01/20/2015

Common Stock

20,000

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 11.89

02/05/2011

02/05/2020

Common Stock

4,000

4,000

D

Non-Qualified Stock Option (right to buy)

$ 15.5

01/28/2009

01/27/2018

Common Stock

1,007

1,007

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NEAL GARY F ONE SW COLUMBIA STREET, SUITE 1200 PORTLAND, OR 97258			EVP/Enterprise Risk

Signatures

By: Andrew H. Ognall, Attorney-in-Fact For: Gary F. Neal		01/29/2015
**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)	The portion of a performance-based Restricted Stock Award forfeited due to the performance criteria not being met at 100%.
(2)	Payment of tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
(3)	All shares expired and the executive received no value in connection with the expiration.

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