Edgar Filing: KENT BRADLEY R

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 ^*

STADIUM CAPITAL MANAGEMENT LLC

2. Issuer Name and Ticker or Trading Symbol
INTERMOUNTAIN COMMUNITY BANCORP [IMCB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

199 ELM STREET

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2012

(Street)

NEW CANAAN, CT 06840-5321

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Mandatorily Convertible Cumulative Part Pref Stock, Series B

$ 1

05/24/2012

274,283.86

⁽³⁾

⁽⁴⁾

Non-Voting Common Stock

13,714,193

$ 50

I ⁽¹⁾

By Stadium Capital Partners, L.P.

Mandatorily Convertible Cumulative Part Pref Stock, Series B

$ 1

05/24/2012

23,850.76

⁽³⁾

⁽⁴⁾

Non-Voting Common Stock

1,192,538

$ 50

I ⁽²⁾

By Stadium Capital Qualified Partners, L.P.

Non-Voting Common Stock

⁽⁵⁾

05/24/2012

13,714,193 ⁽³⁾

⁽⁵⁾

⁽⁴⁾

Common Stock

13,714,193

$ 1

13,714,193

I ⁽¹⁾

By Stadium Capital Partners, L.P.

Non-Voting Common Stock

⁽⁵⁾

05/24/2012

1,192,538 ⁽³⁾

⁽⁵⁾

⁽⁴⁾

Common Stock ⁽⁴⁾

1,192,538

$ 1

1,192,538

I ⁽²⁾

By Stadium Capital Qualified Partners, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STADIUM CAPITAL MANAGEMENT LLC 199 ELM STREET NEW CANAAN, CT 06840-5321	X	X
STADIUM CAPITAL PARTNERS L P 199 ELM STREET NEW CANAAN, CT 06840	X
STADIUM CAPITAL QUALIFIED PARTNERS LP 199 ELM STREET NEW CANAAN, CT 06840	X
KENT BRADLEY R 199 ELM STREET NEW CANAAN, CT 06840		X
SEAVER ALEXANDER M 8685 NW 53 TERRACE MIAMI, FL 33166		X

Signatures

Stadium Capital Management, LLC, by Bradley R. Kent, Manager		05/29/2012
^**Signature of Reporting Person		Date
Alexander M. Seaver		05/29/2012
^**Signature of Reporting Person		Date
Bradley R. Kent		05/29/2012
^**Signature of Reporting Person		Date
Stadium Capital Partners, L.P., by Stadium Capital Management, LLC, its general partner, by Bradley R. Kent, Manager		05/29/2012
^**Signature of Reporting Person		Date
Stadium Capital Qualified Partners, L.P., by Stadium Capital Management, LLC, its general partner, by Bradley R. Kent, Manager		05/29/2012
^**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)	The reported securities are owned directly by Stadium Capital Partners, L.P., and indirectly by Stadium Capital Management, LLC as general partner of Stadium Capital Partners, L.P., Alexander M. Seaver as a manager of Stadium Capital Management, LLC, and Bradley R. Kent as a manager of Stadium Capital Management, LLC. Stadium Capital Management, LLC, Alexander M. Seaver and Bradley R. Kent disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
(2)	The reported securities are owned directly by Stadium Capital Qualified Partners, L.P., and indirectly by Stadium Capital Management, LLC as general partner of Stadium Capital Qualified Partners, L.P., Alexander M. Seaver as a manager of Stadium Capital Management, LLC, and Bradley R. Kent as a manager of Stadium Capital Management, LLC. Stadium Capital Management, LLC, Alexander M. Seaver and Bradley R. Kent disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
(3)	On May 17, 2012, shares of Preferred Stock, Series B, automatically converted into shares of Non-Voting Common Stock at a conversion price of $1.00 per share upon filing of an amendment to Intermountain's Articles of Incorporation to authorize shares of Non-Voting Common Stock previously authorized by Intermountain's shareholders.
(4)	Expiration date is not applicable.
(5)	Exercise date and price are not applicable. Pursuant to Intermountain's Amended and Restated Articles of Incorporation, any holder of Non-Voting Common Stock may convert shares of Non-Voting Common Stock into an equal number of shares of Common Stock in connection with certain transfers of such shares of Non-Voting Common Stock.
Remarks: Stadium Capital Partners, L.P. and Stadium Capital Qualified Partners, L.P. are jointly entitled to appoint a representative to Intermountain's board of directors pursuant to their respective securities purchase agreements as reported by Intermountain in a Form 8-K filed with the SEC on 1/23/12. John L. Welborn Jr. was appointed to the board of Intermountain pursuant to these contractual rights.

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