Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

Filing Details

Accession Number:
0001193125-17-038257
Form Type:
13G Filing
Publication Date:
2017-02-10 16:10:04
Filed By:
Forest Hill Capital
Company:
Heritage Financial Corp (NASDAQ:HFWA)
Filing Date:
2017-02-10
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Forest Hill Capital 0 461,997 0 461,997 461,997 1.5%
Mark Lee 0 461,997 0 461,997 461,997 1.5%
Filing

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 4)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Heritage Financial Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

42722X106

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 

 


CUSIP No. 42722X106   13G/A   73-1597141

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Forest Hill Capital, L.L.C., 73-1597141

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

461,997

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

461,997

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

461,997

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.5% **

12  

TYPE OF REPORTING PERSON*

 

IA, OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

2 of 7


CUSIP No. 42722X106   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mark Lee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

461,997

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

461,997

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

461,997

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.5% **

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

3 of 7


SCHEDULE 13G/A

This Amendment No. 4 (this Amendment) to Schedule 13G (the Schedule 13G) is being filed on behalf of Forest Hill Capital, L.L.C., a Delaware limited liability company (Forest Hill), and Mr. Mark Lee, principal of Forest Hill.

This Amendment relates to Common Stock (the Common Stock) of Heritage Financial Corporation, a Washington corporation (the Issuer), purchased by Forest Hill for the accounts of (i) Forest Hill Select Fund, L.P. (Forest Hill Select), of which Forest Hill is the general partner and retains voting authority, (ii) Forest Hill Strategic Value Fund, L.P. (Forest Hill Value), of which Forest Hill is the general partner and retains voting authority, and (iii) managed account #1, to which Forest Hill acts as investment advisor and retains voting authority (Account #1 and collectively with Forest Hill Select, Forest Hill Value, the Forest Hill Accounts).

This Amendment amends and restates the Schedule 13G as set forth below.

 

Item 1(a) Name of Issuer.

Heritage Financial Corporation

 

Item 1(b) Address of Issuers Principal Executive Offices.

201 Fifth Avenue SW

Olympia, WA 98501

 

Item 2(a) Name of Person Filing.

Forest Hill Capital, L.L.C. and Mark Lee

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

100 Morgan Keegan Dr., Suite 430

Little Rock, Arkansas 72202

 

Item 2(c) Citizenship or Place of Organization.

Forest Hill is a limited liability company organized under the laws of the State of Delaware. Mark Lee is the principal of Forest Hill and a United States citizen.

 

Item 2(d) Title of Class of Securities.

Common Stock (the Common Stock)

 

4 of 7


Item 2(e) CUSIP Number.

42722X106

 

Item 3 Reporting Person.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)       An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)       A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)       Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) Forest Hill and Mr. Lee are the beneficial owners of 461,997 shares of Common Stock held by the Forest Hill Accounts.

 

  (b) Forest Hill and Mr. Lee are the beneficial owners of 1.5% of the outstanding shares of Common Stock held by the Forest Hill Accounts. This percentage is determined by dividing 461,997 by 29,946,823, the number of shares of Common Stock issued and outstanding as of October 26, 2016, as reported in the Issuers Form 10-Q filed on November 8, 2016.

 

  (c) Forest Hill has the power to vote the 461,997 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill. As the principal of Forest Hill, Mr. Lee may direct the vote of the 461,997 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill. Forest Hill has the power to dispose of the 461,997 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill. As the principal of Forest Hill, Mr. Lee may direct the disposition of the 461,997 shares of Common Stock held in the Forest Hill Accounts and beneficially owned by Forest Hill.

 

5 of 7


Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

The Forest Hill Accounts have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of securities.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6 of 7


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2017

 

Forest Hill Capital, L.L.C.
By:  

/S/ MARK LEE

  Mark Lee, Manager

/S/ MARK LEE

Mark Lee

 

7 of 7