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 * Fleischer Spencer C   2. Issuer Name and Ticker or Trading Symbol BANNER CORP [BANR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FFL PARTNERS, LLC, ONE MARITIME PLAZA, SUITE 2200 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2016 (Street) SAN FRANCISCO, CA 94111 4. If Amendment, Date 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 (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, $0.01 par value per share (1)               697 D (1)   Common Stock, $0.01 par value per share 11/18/2016   S   422,693 D $ 48.32 571,800 I See footnotes (2) (6) (7) Common stock, $0.01 par value per share 11/18/2016   S   280,111 D $ 48.32 378,924 I See footnotes (3) (6) (7) Common stock, $0.01 par value per share 11/18/2016   S   8,954 D $ 48.32 12,113 I See footnotes (4) (6) (7) Common stock, $0.01 par value per share 11/18/2016   S   8,242 D $ 48.32 11,151 I See footnotes (5) (6) (7)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fleischer Spencer C C/O FFL PARTNERS, LLC ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO, CA 94111	X
FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS III LP ONE MARTIME PLAZA, 22ND FLOOR SAN FRANCISCO, CA 94111	X
FRIEDMAN FLEISCHER & LOWE PARALLEL FUND III LP ONE MARITIME PLAZA SAN FRANCISCO, CA 94111	X
FFL Individual Partners III, L.P. ONE MARITIME PLAZA 22ND FLOOR SAN FRANCISCO, CA 94111	X
FFL EXECUTIVE PARTNERS III LP ONE MARITIME PLAZA, SUITE 2200 SAN FRANCISCO, CA 94111	X
Friedman Fleischer & Lowe GP III, L.P. ONE MARTIME PLAZA, 22ND FLOOR SAN FRANCISCO, CA 94111	X
Friedman Fleischer & Lowe GP III, LLC ONE MARTIME PLAZA, 22ND FLOOR SAN FRANCISCO, CA 94111	X

Signatures

/s/ Spencer C. Fleischer		11/21/2016
**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)	Represents award of restricted stock pursuant to 2014 Omnibus Incentive Plan; shares fully vest on April 25, 2017. These shares are subject to forfeiture and to limits on transferability until they vest.
(2)	Held directly by Friedman Fleischer & Lowe Capital Partners III, L.P.
(3)	Held directly by Friedman Fleischer & Lowe Parallel Fund III, L.P.
(4)	Held directly by FFL Individual Partners III, L.P.
(5)	Held directly by FFL Executive Partners, L.P.
(6)	Each Reporting Person expressly disclaims beneficial ownership of the shares except to the extent of such Reporting Person's pecuniary interest therein. See Exhibit 99.1.
(7)	Solely for purposes of Section 16 of the Securities Exchange Act of 1934, 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., Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC (the "FFL Reporting Persons"), may be deemed to be directors-by-deputization by virtue of their right to designate a member of the board of directors of the Issuer. The FFL Reporting Persons designated Spencer C. Fleischer as a member of the board of directors of the Issuer, effective October 1, 2015 pursuant to that certain Investment Letter Agreement, dated as of November 5, 2014, by and between the FFL Funds (as defined in Exhibit 99.1) and the Issuer.

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