Edgar Filing: WESTERN ALLIANCE BANCORPORATION

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 ^*

MARSHALL TODD

2. Issuer Name and Ticker or Trading Symbol
WESTERN ALLIANCE BANCORPORATION [WAL]

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 WESTERN ALLIANCE BANCORPORATION, ONE E. WASHINGTON STREET, STE 1400

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2017

(Street)

PHOENIX, AZ 85004

4. If Amendment, Date Original Filed(Month/Day/Year)
02/15/2017

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2017		S		29,535	D	$ 51.25 ⁽¹⁾	400,000 ⁽²⁾	I	The Todd Marshall Trust under the T&C Marshall 1999 Irrevocable Trust
Common Stock								24,346 ⁽²⁾	D
Common Stock								0 ⁽²⁾	I	The Todd Marshall Revocable Trust UAD 4/1/03
Common Stock								15,949	I	Todd Marshall 2012 IRREV REV TR U/A DTD 11/30/12
Common Stock								33,069	I	The Todd Marshall 1997 Trust FBO Alexis Victoria Marshall Trust
Common Stock								33,069	I	The Todd Marshall 1997 Trust FBO Jessica Lauren Marshall Trust
Common Stock								6,570	I	Alexis V. Marshall Trust 12/27/1996
Common Stock								6,570	I	Jessica L. Marshall Trust 12/27/1996
Common Stock								252,057 ⁽³⁾	I	The Arthur Marshall Family 1993 Irrevocable Trust

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARSHALL TODD C/O WESTERN ALLIANCE BANCORPORATION ONE E. WASHINGTON STREET, STE 1400 PHOENIX, AZ 85004	X

Signatures

/s/ Dale Gibbons (Attorney-in-fact)		04/10/2017
^**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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.23 to $51.27, inclusive. The reporting person undertakes to provide to Western Alliance Bancorporation, any security holder of Western Alliance Bancorporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
(2)	This amendment reflects the following transactions, which were reported as having occurred in the Todd Marshall Revocable Trust UAD 4/1/03, but in fact occurred in the Todd Marshall Trust under the T&C Marshall 1999 Irrevocable Trust (the "1999 Trust") :(1) 15,000 shares purchased on August 1, 2005; (2) 15,000 shares purchased on August 2, 2005; (3) 25,000 shares purchased on August 25, 2006; (4) 20,000 shares purchased on February 28, 2007; and (5) 14,000 shares purchased on November 23,2010. Additionally, this amendment reflects the following transactions, which were reported as having occurred in the Reporting Person's direct holdings, but in fact occurred in the 1999 Trust: (1) 5,000 shares purchased on July 6, 2005; and (2) 6,000 shares purchased on February 8, 2008.
(3)	On October 26, 2010, the Reporting Person was appointed as co-trustee and beneficiary of the Arthur Marshall Family 1993 Irrevocable Trust (the "Art Marshall Trust"), and on November 30, 2011, the reporting person began reporting the Art Marshall Trust in his holdings. In the November 30, 2011 filing, the Reporting Person erroneously reported the number of shares owned by the Trust to be 85,724, when in fact the Trust held 183,951 shares. Additionally, on December 20, 2013, the Trust made gifts totaling 1,769 shares. In consideration of the aforementioned events, this amendment reflects the number of shares currently held in the Trust.

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