SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)*
Washington Banking Company
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
937303105
(CUSIP Number)
December 31, 2011
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 12 Pages)

 

 

1	NAMES OF REPORTING PERSONS Endicott Opportunity Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 270,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 270,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8%
12	TYPE OF REPORTING PERSON PN

 

1	NAMES OF REPORTING PERSONS Endicott Opportunity Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 636,800
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 636,800
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 636,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1%
12	TYPE OF REPORTING PERSON PN

 

1	NAMES OF REPORTING PERSONS W.R. Endicott IIP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 270,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 270,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8%
12	TYPE OF REPORTING PERSON OO

 

1	NAMES OF REPORTING PERSONS W.R. Endicott III, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 636,800
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 636,800
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 636,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1%
12	TYPE OF REPORTING PERSON OO

 

 

1	NAMES OF REPORTING PERSONS Endicott Management Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 906,800
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 906,800
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 906,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
12	TYPE OF REPORTING PERSON CO

 

1	NAMES OF REPORTING PERSONS Wayne K. Goldstein (in the capacity described herein)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 906,800
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 906,800
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 906,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
12	TYPE OF REPORTING PERSON IN

 

1	NAMES OF REPORTING PERSONS Robert I. Usdan (in the capacity described herein)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 906,800
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 906,800
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 906,800
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES					¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%
12	TYPE OF REPORTING PERSON IN

 

Item 1 (a).	NAME OF ISSUER:
	The name of the issuer is Washington Banking Company (the "Company").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
	The Company's principal executive offices are located at 450 SW Bayshore Drive, Oak Harbor, Washington 98277

Item 2 (a).

NAME OF PERSON FILING:

	This statement is filed by:
	(i)	Endicott Opportunity Partners II, L.P., a Delaware limited partnership ("EOP II"), with respect to Shares directly owned by EOP II;
	(ii)	Endicott Opportunity Partners III, L.P., a Delaware limited partnership ("EOP III"), with respect to Shares directly owned by EOP III;
	(iii)	W.R. Endicott IIP, L.L.C., a Delaware limited liability company ("WR LLC") and general partner of EOP II, with respect to Shares directly owned by EOP II;
	(iv)	W.R. Endicott III, L.L.C., a Delaware limited liability company ("WR III LLC") and general partner of EOP III, with respect to Shares directly owned by EOP III;
	(v)	Endicott Management Company, a Delaware S-Corporation ("EMC") and Investment Manager to EOP II and EOP III, with respect to Shares directly owned by EOP II and EOP III;
	(vi)	Wayne K. Goldstein ("Mr. Goldstein"), who serves as a Co-President and a director of EMC and a managing member of WR LLC and WR III LLC, with respect to Shares directly owned by EOP II and EOP III; and
	(vii)	Robert I. Usdan ("Mr. Usdan"), who serves as a Co-President and a director of EMC and a managing member of WR LLC and WR III LLC, with respect to Shares directly owned by EOP II and EOP III.
	The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
	The filing of this statement should not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the principal business offices of each of:  (i) EOP II; (ii) EOP III; (iii) WR LLC; (iv) WR III LLC; (v) EMC; (vi) Mr. Goldstein; and (vii) Mr. Usdan is 360 Madison Avenue, 21st Floor, New York, NY  10017.

Item 2(c).

CITIZENSHIP:

EOP II - a Delaware limited partnership EOP III - a Delaware limited partnership WR LLC - a Delaware limited liability company WR III LLC - a Delaware limited liability company EMC - a Delaware S-Corporation Mr. Goldstein - United States Mr. Usdan - United States

 

 

 

Item 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock, no par value (the "Shares").

Item 2(e).	CUSIP NUMBER:
	937303105

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

	(a)	¨	Broker or dealer registered under Section 15 of the Act,
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
	(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
	(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
	(e)	¨	Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
	(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
	(g)	¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
	(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
	(i)	¨	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
	(j)	o	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If this statement is filed pursuant to Rule 13d-1(c), check this box:  x

Item 4.		OWNERSHIP.
		The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
		The Company's Form 8-K, filed on January 27, 2012, indicates that the total number of outstanding shares of Common Stock as of December 31, 2011 was 15,398,197.  The percentages used herein and in the rest of the Schedule 13G/A are based upon such number of shares of Common Stock outstanding.

 

 

 

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	EOP II is a private investment partnership, the general partner of which is WR LLC.  As the general partner of EOP II, WR LLC has the power to vote and dispose of the securities owned by EOP II and, accordingly, may be deemed the "beneficial owner" of such securities.  EOP III is a private investment partnership, the general partner of which is WR III LLC.  As the general partner of EOP III, WR III LLC has the power to vote and dispose of the securities owned by EOP III and, accordingly, may be deemed the "beneficial owner" of such securities.   The managing members of WR LLC and WR III are Mr. Goldstein and Mr. Usdan.   EMC, the Investment Manager of EOP II and EOP III has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by EOP II and EOP III, and accordingly may be deemed the "beneficial owner" of such shares of Common Stock.  Mr. Goldstein and Mr. Usdan are the Co-Presidents, sole directors and sole shareholders of EMC.   The limited partners and the general partners of EOP II and EOP III have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of EOP II and EOP III in accordance with their ownership interests in such entities.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	See Item 2.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.

Item 10.	CERTIFICATION.
	Each of the Reporting Persons hereby makes the following certification:
	By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired 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.

 

 

 

 

	ENDICOTT OPPORTUNITY PARTNERS II, L.P.
	BY:	W.R. Endicott IIP, L.L.C.
		its general partner

	BY:	/s/ Wayne K. Goldstein
		Wayne K. Goldstein
		Managing Member

	ENDICOTT OPPORTUNITY PARTNERS III, L.P.
	BY:	W.R. Endicott III, L.L.C.
		its general partner

	BY:	/s/ Wayne K. Goldstein
		Wayne K. Goldstein
		Managing Member

	W.R. ENDICOTT IIP, L.L.C.
	BY:	/s/ Wayne K. Goldstein
		Wayne K. Goldstein
		Managing Member

	W.R. ENDICOTT III, L.L.C.
	BY:	/s/ Wayne K. Goldstein
		Wayne K. Goldstein
		Managing Member

	ENDICOTT MANAGEMENT COMPANY
	BY:	/s/ Wayne K. Goldstein
		Wayne K. Goldstein
		Authorized Signatory

	WAYNE K. GOLDSTEIN, INDIVIDUALLY
	BY:	/s/ Wayne K. Goldstein
		Wayne K. Goldstein

	ROBERT I. USDAN, INDIVIDUALLY
	BY:	/s/ Robert I. Usdan
		Robert I. Usdan