Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
01/23/2012
3. Issuer Name and Ticker or Trading Symbol
INTERMOUNTAIN COMMUNITY BANCORP [IMCB]
(Last)
(First)
(Middle)
199 ELM STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW CANAAN, CT 06840-5321
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,845,807
I (1)
By Stadium Capital Partners, L.P.
Common Stock 247,462
I (2)
By Stadium Capital Qualified Partners, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Mandatorily Convertible Cumulative Part Pref Stock, Series B   (3)   (4) Non-Voting Common Stock 274,283.86 $ 1 I (1) By Stadium Capital Partners, L.P.
Mandatorily Convertible Cumulative Part Pref Stock, Series B   (3)   (4) Non-Voting Common Stock 23,850.76 $ 1 I (2) By Stadium Capital Qualified Partners, L.P.
Warrant 01/23/2012 01/23/2015 Non-Voting Common Stock 782,000 $ 1 I (1) By Stadium Capital Partners, L.P.
Warrant 01/23/2012 01/23/2015 Non-Voting Common Stock 68,000 $ 1 I (2) By Stadium Capital Qualified Partners, L.P.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STADIUM CAPITAL MANAGEMENT LLC
199 ELM STREET
NEW CANAAN, CT 06840-5321
  X   X    
KENT BRADLEY R
199 ELM STREET
NEW CANAAN, CT 06840
    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      
SEAVER ALEXANDER M
199 ELM STREET
NEW CANAAN, NY 06840
    X    

Signatures

Stadium Capital Management, LLC, by Bradley R. Kent, Manager 02/02/2012
**Signature of Reporting Person Date

Alexander M. Seaver 02/02/2012
**Signature of Reporting Person Date

Bradley R. Kent 02/02/2012
**Signature of Reporting Person Date

Stadium Capital Partners, L.P., by Stadium Capital Management, LLC, its general partner, by Bradley R. Kent, Manager 02/02/2012
**Signature of Reporting Person Date

Stadium Capital Qualified Partners, L.P., by Stadium Capital Management, LLC, its general partner, by Bradley R. Kent, Manager 02/02/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The Preferred Stock, Series B, will automatically convert into a new series of non-voting common stock at a conversion price of $1.00 per share upon approval by Intermountain's shareholders of an amendment to Intermountain's Articles of Incorporation to authorize shares of non-voting stock.
(4) Expiration date is not applicable.
 
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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