SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Chalfant Tony (Last) (First) (Middle) 201 5TH AVE SW (Street) OLYMPIA WA 98501 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2020	3. Issuer Name and Ticker or Trading Symbol HERITAGE FINANCIAL CORP /WA/ [ HFWA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP Chief Credit Officer	5. 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 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	17,211	D

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: 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
Restricted Stock Units(1)	01/15/2021	01/15/2021	Common Stock	701(2)	$0.0	D
Restricted Stock Units(3)	03/15/2021	03/15/2022	Common Stock	1,283(4)	$0.0	D
Restricted Stock Units(5)	03/15/2021	03/15/2023	Common Stock	1,914(6)	$0.0	D
Restricted Stock Units(5)	06/15/2021	06/15/2026	Common Stock	7,891(7)	$0.0	D

Explanation of Responses:

1. RSU grant 2018

2. Represents award pursuant to 2014 Omnibus Equity Plan; shares vest one third per year over a three year period. One traunch remaining to vest 01/15/2021. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

3. RSU granted 2019.

4. Represents award pursuant to 2014 Omnibus Equity Plan; shares vest one third per year over a three year period. Two traunches remaining to vest 3/15/2021 and 3/15/2022. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

5. RSU granted 2020.

6. Represents award pursuant to 2014 Omnibus Equity Plan; shares vest one third per year over a three year period. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

7. Represents award pursuant to 2014 Omnibus Equity Plan; shares vest equally over a six year period. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

Remarks:

	/s/ Kaylene Lahn Attorney in Fact for Tony Chalfant	07/08/2020
	** 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 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).
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