Ownership Submission
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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(Print or Type Responses)
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. Date of Earliest Transaction (Month/Day/Year)
02/03/2012
(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 02/03/2012   D   4,283 (1) D $ 13 110,058 D  
Common Stock               4,441 I by 401(k)
Common Stock               1,805 I by IRA
Common Stock               244 I by Spouse

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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) $ 9.23             02/02/2010(2) 02/01/2019 Common Stock 25,000   25,000 D  
Non-Qualified Stock Option (right to buy) $ 10.97             01/31/2014(3) 01/30/2021 Common Stock 22,000   22,000 D  
Non-Qualified Stock Option (right to buy) $ 11.59             07/21/2009(4) 07/20/2018 Common Stock 20,000   20,000 D  
Non-Qualified Stock Option (right to buy) $ 12.87             08/02/2011(5) 08/01/2020 Common Stock 50,000   50,000 D  
Non-Qualified Stock Option (right to buy) $ 15.5             01/28/2009(6) 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   02/06/2012
**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) 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.
(2) Option granted 2/2/09. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.
(3) 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.
(4) Option granted 7/21/08. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.
(5) Option granted 8/2/2010. Beginning on the first anniversary of the grant date, the options vest 20% per year for five years.
(6) Option granted 1/28/08. 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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