JOHNSON MARIANNE BOYD Form 5 Filed 2025-02-10

FORM 5

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐	Form 3 Holdings Reported
☐	Form 4 Transactions Reported

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

ANNUAL 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

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1. Name and Address of Reporting Person ^*

JOHNSON MARIANNE BOYD

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

(Street)

PHOENIX, AZ 85004

(City)

(State)

(Zip)

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

6. Individual or Joint/Group Reporting(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	09/03/2024		L⁽¹⁾	11	A	$80.1	2,486	I	Samuel J. Johnson (spouse)
Common Stock	12/02/2024		L⁽¹⁾	10	A	$93.8	2,496	I	Samuel J. Johnson (spouse)
Common Stock							7,351	D
Common Stock							149,634	I	The Marianne E. Boyd Trust, dated January 9, 2007
Common Stock							7,714	I	Marianne Boyd Johnson Subtrust of the Boyd 2005 Irrevocable Trust dated April 14, 2005
Common Stock							7,714	I	Samuel J. Boyd Subtrust of the Boyd 2005 Irrevocable Trust dated April 14, 2005
Common Stock							10,797	I	William R. Boyd Subtrust of The Boyd 2005 Irrevocable Trust dated April 15, 2005
Common Stock							19,913	I	Sean William Johnson Inheritance Trust
Common Stock							148,525	I	WSB-WAL LLC
Common Stock							4,010,189⁽²⁾	I	SMW WAL Irrevocable Trust, dated March 13, 2023

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 Securities Underlying Derivative Security (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)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

WAL's quarterly dividends paid on certain shares held by the reporting person were reinvested in additional shares of the Company's stock. These transactions were inadvertently effectuated within six months of a matching disposition. Accordingly, the Reporting Person realized short-swing profits of $9.90 under Section 16(b) of the Securities Exchange Act of 1934, as amended, as a result of the sale of securities on August 30, 2024 and subsequent acquisition of the Issuer's common shares reported herein. The Reporting Person has voluntarily disgorged to the Issuer all of such short-swing profits realized by the Reporting Person from such transactions. The reporting person has since changed the reinvestment elections to avoid inadvertent matchable transactions in the future.

The reporting person is the Trustee of SMW WAL Irrevocable Trust and disclaims beneficial ownership in all but 1,336,730 shares.

	Signatures
	/s/Jessica Jarvi (Attorney-in-fact)	02/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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