TEXAS

(State or other jurisdiction of incorporation or organization)

42-1631980

(I.R.S. Employer Identification No.)

4000 Greenbriar

Houston, Texas

(Address of principal executive offices)

77098

(Zip Code)

Title of Each Class

Common Stock, par value $0.01 per share

Name of Each Exchange on which Registered

NASDAQ Stock Market, Inc., Global Select Market System

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ☐

No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.

Yes  ☐

No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☒

No ☐

Large accelerated filer      ☐

Accelerated filer                        ☒

Non-accelerated filer        ☐

(Do not check if a smaller reporting company)

Smaller reporting company       ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐

No ☒

Green Bancorp, Inc.
(Registrant)

Date: April 14, 2017

/s/ Manuel J. Mehos

Manuel J. Mehos

Chairman and Chief Executive Officer

Date: April 14, 2017

/s/ Terry S. Earley

Terry S. Earley

Executive Vice President and Chief Financial Officer

Description of Exhibit

2.1

Merger Agreement, dated June 28, 2006, by and between Redstone Bank, National Association and Green Bancorp, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))†

2.2

Purchase and Assumption Agreement, dated March 14, 2010, by and between OneWest Bank and Green Bank, N.A. (incorporated herein by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))†

2.3

Purchase and Assumption Agreement, dated June 17, 2011, by and between Main Street Bank and Green Bank, N.A. (incorporated herein by reference to Exhibit 2.3 to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))†

2.4

Merger Agreement, dated March 14, 2012, by and among Opportunity Merger Sub Corp., Opportunity Bancshares, Inc. and Green Bancorp. Inc. (incorporated herein by reference to Exhibit 2.4 to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))†

2.5

Agreement and Plan of Merger, dated May 5, 2014, by and among SP Bancorp, Inc., Searchlight Merger Sub Corp. and Green Bancorp, Inc. (incorporated herein by reference to Exhibit 2.5 to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))†

2.6

Agreement and Plan of Merger, dated as of May 27, 2015, among Green Bancorp, Inc., Panther Merger Sub Corp. and Patriot Bancshares, Inc. (incorporated herein by reference to Exhibit 2.1 to Green Bancorp’s Current Report on Form 8-K filed on May 28, 2015)†

3.1

Form of Amended and Restated Certificate of Formation of Green Bancorp, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A (Registration No. 333-196982))

3.2

Form of Amended and Restated Bylaws of Green Bancorp, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (Registration No. 333-196982))

4.1

Indenture, dated as of December 8, 2016, between Green Bancorp, Inc., as issuer, and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 8, 2016)

4.2

Form of 8.50% Fixed-to-Floating Rate Subordinated Note due 2026 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 8, 2016)

10.1a

Executive Employment Agreement, dated April 9, 2010, among Green Bancorp, Inc., Green Bank, N.A. and Manuel J. Mehos (incorporated herein by reference to Exhibit 10.1a to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))

10.1b

Executive Employment Agreement, dated April 9, 2010, among Green Bancorp, Inc., Green Bank, N.A. and Geoffrey D. Greenwade (incorporated herein by reference to Exhibit 10.1c to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))

10.1c*

Executive Employment Agreement, effective as of March 26, 2012, among Green Bancorp, Inc., Green Bank, N.A. and Donald S. Perschbacher

10.2a

Green Bancorp, Inc. 2006 Stock Option Plan (including form of option agreement) (incorporated herein by reference to Exhibit 10.2b to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))

10.2b

Green Bancorp, Inc. 2010 Stock Option Plan, as amended (including form of option agreement) (incorporated herein by reference to Exhibit 10.2c to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))

10.2c

Green Bancorp, Inc. Stock Appreciation Rights Plan (including form of award agreement) (incorporated herein by reference to Exhibit 10.2d to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))

10.2d

Green Bancorp, Inc. 2013 Executive Incentive Program (incorporated herein by reference to Exhibit 10.2e to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))

10.2e

Green Bancorp, Inc. 2014 Omnibus Incentive Plan(incorporated herein by reference to Exhibit 10.2f  to the Company’s Registration Statement on Form S-1/A (Registration No. 333-196982))

10.2f

Form of Green Bancorp, Inc. 2014 Omnibus Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Award Agreement (incorporated herein by reference to Exhibit 10.2g to the Company’s Registration Statement on Form S-1/A (Registration No. 333-196982))

10.3

Form of Director and Executive Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A (Registration No. 333-196982))

10.4

Registration Rights Agreement, dated June 30, 2010, by and among Green Bancorp, Inc. and the shareholders named therein (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))

10.5

Form of Director Nomination Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A (Registration No. 333-196982))

10.6

Green Bancorp, Inc. Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (Registration No. 333-196982))

10.7

Registration Rights Agreement relating to the 8.50% Fixed-to-Floating Rate Subordinated Note due 2026, dated as of December 8, 2016, among Green Bancorp, Inc. and the purchasers of the Notes (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 8, 2016)

21.1#

Subsidiaries of Green Bancorp, Inc.

23.1#

Consent of Deloitte & Touche LLP

31.1*

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

31.2*

Certification of the Interim Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

32.1#

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 202

32.2#

Certification of the Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 202

101#

Interactive Financial Data