X0306 4 2014-05-01 1 0001058690 WASHINGTON BANKING CO WBCO 0001454863 MILLER GRAGG E 450 SW BAYSHORE DRIVE OAK HARBOR WA 98277 1 Common Stock 2014-05-01 4 D 0 12719 D 0 D Common Stock 2014-05-01 4 D 0 5250 D 0 I SEP Restricted Stock Units 0 2014-05-01 4 D 0 667 D 2012-06-23 2014-06-23 Common Stock 667 0 D Restricted Stock Units 0 2014-05-01 4 D 0 667 D 2013-02-23 2015-02-23 Common Stock 667 0 D Restricted Stock Units 0 2014-05-01 4 D 0 1666 D 2014-01-24 2016-01-24 Common Stock 1666 0 D Restricted Stock Units 0 2014-05-01 4 D 0 1250 D 2015-01-21 2015-01-21 Common Stock 1250 0 D 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. 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. Per the award agreement, remaining units vest in the event of a change of control. 100% vesting at 1 year anniversary or change of control. /s/ Shelly L. Angus, POA for Mr. Miller 2014-05-01