FORM 4

                

                
Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).

                
(Print or Type Responses)

            

            

                
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

                
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

                
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

            

            

                

                    
                        

                            OMB APPROVAL
                        

                    
                    
                        

                            OMB Number:3235-0287
                        

                        

                            Expires:February 28, 2011
                        

                        

                            Estimated average burden
                        

                        

                            hours per response. . . . . . 0.5
                        

                    
                

            

        



        

            

                
                    
  1. Name and Address of Reporting Person*

                    
STADIUM CAPITAL MANAGEMENT LLC

                		
                
                    
  1. Issuer Name and Ticker or Trading Symbol

                    
INTERMOUNTAIN COMMUNITY BANCORP (IMCB)

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

                    

                        

                            
Director		
                            
10% Owner		
                        

                        

                            
X
Officer (give
            title below)		
                            
Other (specify
             below)		
                        

                        

                            
                                

                            		
                        

                    

                		
            

            

                
                    

                        

                            (Last)
                            (First)
                            (Middle)
                        

                        

                            
                                
19785 VILLAGE OFFICE COURT STE 101

                            		
                        

                    

                		
                
                    
  1. Date of Earliest
    Transcaction Required
    to be Reported
    (Month/Day/Year)

                    
2012-05-24

                		
                
                    
  1. If Amendment,
    Date Original
    Filed(Month/Day/Year)

                    

                		
            

            

                
                    

                        

                            (Street)
                        

                        

                            
                                
BEND

                            		
                            
                                
OR

                            		
                            
                                
97702

                            		
                        

                    

                		
                
                    
  1. 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)

                
  1. Trans-
    action
    Date
    (Month/
    Day/
    Year)

                
  1. Deemed
    Execution
    Date, if
    any
    (Month/
    Day/Year)

                
  1. Transaction
    Code
    (Instr. 8)

                
  1. Securities Acquired (A)
    or Disposed of (D)
    (Instr. 3, 4 and 5)

                
  1. Amount of
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction (s)
    (Instr. 3 and 4)

                
  1. Ownership
    Form:
    Direct
    (D) or
    Indirect
    (I)
    (Instr. 4)

                
  1. Nature of
    Indirect
    Beneficial
    Ownership
    (Instr. 4)

            

            

                Code
                
                V
                
                Amount
                
                (A) or (D)
                
                Price
                
            

            
NO TRANSACTIONS        

        

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

            
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

        

        

            
(Over)
SEC 1474 (01-05)

        

        

            
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number

        

        

        

        

        

            
FORM 4 (continued)

            
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)

                		
                
  1. Con-
                    version
                    or
                    Exercise
                    Price of
                    Deri-
                    vative
                    Security

                		
                
  1. Trans-
                    action
                    Date
                    (Month/
                    Day/
                    Year)

                		
                
  1. Deemed
                    Execution
                    Date, if
                    any
                    (Month/
                    Day/
                    Year)

                		
                
  1. Trans-
                    action
                    Code
                    (Instr. 8)

                		
                
  1. Number of Derivative
                    Securities Acquired
                    (A) or Disposed
                    of (D)
                    (Instr. 3, 4, and 5)

                		
                
  1. Date Exercisable
                    and
                    Expiration
                    Date
                    (Month/Day/Year)

                		
                
  1. Title and Amount of
                    Underlying Securities
                    (Instr. 3 and 4)

                		
                
  1. Price
                    of
                    Derivative
                    Security
                    (Instr.
                    5)

                		
                
  1. Number
                    of derivative
                    Securities
                    Benefi-
                    cially
                    Owned
                    following
                    Reported
                    Transaction
                    (s)(Instr.4)

                		
                
  1. Owner-
                    ship
                    Form of
                    Deri-
                    vative
                    Secu-
                    rity:
                    Direct
                    (D) or
                    Indirect
                    (I)
                    (Instr. 4)

                		
                
  1. Nature
                    of
                    Indirect
                    Beneficial
                    Ownership
                    (Instr. 4)

                		
            

            

                Code
                
                V
                
                (A)
                
                (D)
                
                Date Exercisable
                
                Expiration Date
                
                Title
                
                Amount or number of shares
                
            

                        

                Mandatorily Convertible Cumulative Part Pref Stock, Series B                
                1                
                2012-05-24                
                0000-00-00                
                C                
                                
                                
                274283.86                
                0000-00-00                
                0000-00-00                
                Non-Voting Common Stock                
                13714193                
                50                
                0                
                I                
                By Stadium Capital Partners, L.P.                
            

                        

                Mandatorily Convertible Cumulative Part Pref Stock, Series B                
                1                
                2012-05-24                
                0000-00-00                
                C                
                                
                                
                23850.76                
                0000-00-00                
                0000-00-00                
                Non-Voting Common Stock                
                1192538                
                50                
                0                
                I                
                By Stadium Capital Qualified Partners, L.P.                
            

                        

                Non-Voting Common Stock                
                                
                2012-05-24                
                0000-00-00                
                C                
                                
                13714193                
                                
                0000-00-00                
                0000-00-00                
                Common Stock                
                13714193                
                1                
                13714193                
                I                
                By Stadium Capital Partners, L.P.                
            

                        

                Non-Voting Common Stock                
                                
                2012-05-24                
                0000-00-00                
                C                
                                
                1192538                
                                
                0000-00-00                
                0000-00-00                
                Common Stock                
                1192538                
                1                
                1192538                
                I                
                By Stadium Capital Qualified Partners, L.P.                
            

                    

        
Explanation of Responses:

        

            1. The reported securities are owned directly by Stadium Capital Partners, L.P., and indirectly by Stad
2. The reported securities are owned directly by Stadium Capital Qualified Partners, L.P., and indirect
3. On May 17, 2012, shares of Preferred Stock, Series B, automatically converted into shares of Non-Vot
4. Expiration date is not applicable.
5. Exercise date and price are not applicable.  Pursuant to Intermountain's Amended and Restated Articl
        

        

            
2012-05-29
Stadium Capital Management, LLC, by Bradley R. Ken
2012-05-29
Alexander M. Seaver
2012-05-29
Bradley R. Kent
2012-05-29
Stadium Capital Partners, L.P., by Stadium Capital
2012-05-29
Stadium Capital Qualified Partners, L.P., by Stadi
        

        

            

                
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
    See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

                

                
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
        see Instruction 6 for procedure.

                

                
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

            

            

                
Date

                
** Signature of Reporting Person

             

        

        
Page 2