SEC FORM 4

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^*

PICKERING ANTHONY

(Last)

(First)

(Middle)

450 SW BAYSHORE DRIVE

(Street)

OAK HARBOR

98277

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WASHINGTON BANKING CO [ WBCO ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	05/01/2014		D⁽¹⁾		53,612	D	⁽¹⁾	0	D
Common Stock	05/01/2014		D⁽¹⁾		4,565	D	⁽¹⁾	0	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽²⁾	05/01/2014		D⁽²⁾			667	06/23/2012	06/23/2014⁽²⁾⁽³⁾	Common Stock	667	⁽²⁾	0	D
Restricted Stock Units	$0⁽²⁾	05/01/2014		D⁽²⁾			667	02/23/2013	02/23/2015⁽²⁾⁽³⁾	Common Stock	667	⁽²⁾	0	D
Restricted Stock Units	$0⁽²⁾	05/01/2014		D⁽²⁾			1,666	01/24/2014	01/24/2016⁽²⁾⁽³⁾	Common Stock	1,666	⁽²⁾	0	D
Restricted Stock Units	$0⁽²⁾	05/01/2014		D⁽²⁾			1,250	01/21/2015⁽²⁾⁽⁴⁾	01/21/2015⁽²⁾⁽⁴⁾	Common Stock	1,250	⁽²⁾	0	D
Non Qualified Stock Option	$14.6	05/01/2014		D⁽⁵⁾			1,162	04/17/2007	04/17/2016	WBCO Common Stock	1,162	$14.6	0	D
Non Qualified Stock Option	$15.98	05/01/2014		D⁽⁵⁾			1,763	04/26/2008	04/26/2017	WBCO Common Stock	1,763	$15.98	0	D

Explanation of Responses:

1. Common stock of Washington Banking Company (WBCo) disposed of in connection with the merger of WBCo with and into Heritage Financial Corporation (Heritage) on May 1, 2014 pursuant to the Agreement and Plan of Merger, dated as of October 23, 2013, between WBCo and Heritage, each share of WBCo's common stock was exchanged for $2.75 and 0.89 share of Heritage common stock.

2. Restricted Stock Units (RSU) of WBCo disposed of pursuant to the Agreement and Plan of Merger. Each WBCo RSU will be converted into the right to receive fully-vested shares of Heritage common stock per the equity exchange ratio as referred to in the Agreement and Plan of Merger.

3. Per the award agreement, remaining units vest in the event of a change of control.

4. 100% vesting at 1 year anniversary or change of control.

5. Stock options of WBCo disposed of pursuant to the Agreement and Plan of Merger. Each WBCo option will be converted into an option to purchase Heritage common stock per the equity exchange ratio as referred to in the Agreement and Plan of Merger.

	Shelly L. Angus, POA for Mr. Pickering	05/01/2014
	** 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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