SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Spurling David A

(Last) (First) (Middle)
201 5TH AVE SW

(Street)
OLYMPIA WA 98501

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERITAGE FINANCIAL CORP /WA/ [ HFWA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Credit Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (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 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)
Code V Amount (A) or (D) Price
Common Stock 03/15/2021 M 638 A $29.66 24,879 D
Common Stock 03/15/2021 M 460 A $29.66 25,339 D
Common Stock 03/15/2021 M 466 A $29.66 25,805 D
Common Stock 03/15/2021 M 440 A $29.66 26,245 D
Common Stock 03/15/2021 F 475 D $29.66 25,770 D
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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0.0 03/15/2021 M 638 03/15/2023 03/15/2023 Common Stock 638 $29.66 1,276 D
Restricted Stock Units(1) $0.0 03/15/2021 M 460 03/15/2021 03/15/2021 Common Stock 460 $29.66 0 D
Restricted Stock Units $0.0 03/15/2021 M 466 03/15/2022 03/15/2022 Common Stock 466 $29.66 932 D
Performance Share Units(2) $0.0 03/15/2021 M 440(3) (4) 03/15/2021 Common Stock 440 $29.66 940 D
Explanation of Responses:
1. RSU grant 2018
2. PSU grant 2018
3. Represents 1,380 PSU's granted on 02/18/2018. Total 440 PSU's vested represents percentage of Target Payout.
4. Represents stock performance unit granted pursuant to the 2014 Omnibus Equity Plan. Units vest after three years contingent on meeting performance metrics.
Remarks:
/s/ Kaylene Lahn Attorney in Fact for David A. Spurling 03/16/2021
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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