Statement of Ownership (sc 13g)
14 Fevereiro 2014 - 10:19AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(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 RULE 13d-2(b)
Washington
Banking Company
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
937303105
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
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CUSIP No. 937303105
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13G
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73-1597141
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Forest Hill Capital, L.L.C., 73-1597141
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
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(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
720,925
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,483,406
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,406
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
9.5% **
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12
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TYPE OF REPORTING PERSON*
IA, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2 of 7
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Lee
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
720,925
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,483,406
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,406
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
9.5% **
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3 of 7
SCHEDULE 13G
This Schedule 13G (this “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 Schedule 13G relates to Common Stock, No Par
Value (the “Common Stock”), of Washington Banking Company, 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, (iii) managed account
#1, to which Forest Hill acts as investment advisor, but does not retain voting authority (the “Non-Voting Account”), (iv) managed account #2, to which Forest Hill acts as investment advisor and retains voting authority (“Account
#2”), (v) managed account #3, to which Forest Hill acts as investment advisor and retains voting authority (“Account #3”), (vi) managed account #4, to which Forest Hill acts as investment advisor and retains voting authority
(“Account #4) and (vii) managed account #5, to which Forest Hill acts as investment advisor and retains voting authority (“Account #5” and collectively with Forest Hill Select, Forest Hill Value, Account #2, Account #3 and
Account #4, the “Voting Accounts,” and the Voting Accounts together with the Non-Voting Account, the “Forest Hill Accounts”).
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Item 1(a)
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Name of Issuer.
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Washington Banking Company
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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450 SW Bayshore Drive
Oak Harbor, Washington 98277
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Item 2(a)
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Name of Person Filing.
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Forest Hill Capital, L.L.C. and Mark Lee
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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100 Morgan Keegan Dr.,
Suite 430
Little Rock, Arkansas 72202
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Item 2(c)
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Citizenship or Place of Organization.
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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.
4 of 7
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Item 2(d)
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Title of Class of Securities.
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Common Stock, No Par Value (the “Common
Stock”)
937303105
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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
x
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
x
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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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).
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Forest Hill and Mr. Lee are the beneficial owners of 1,483,406 shares of Common Stock held by the Forest Hill Accounts.
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(b)
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Forest Hill and Mr. Lee are the beneficial owners of 9.5% of the outstanding shares of Common Stock held by the Forest Hill Accounts. This percentage is determined by dividing 1,483,406 by 15,534,403, the number of
shares of Common Stock issued and outstanding as of November 4, 2013, as reported in the Issuer’s Form 10-Q filed on November 7, 2013.
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(c)
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Forest Hill has the power to vote the 720,925 shares of Common Stock held in the Voting Accounts and beneficially owned by Forest Hill. As the principal of Forest Hill, Mr. Lee may direct the vote of the 720,925
shares of Common Stock held in the Voting Accounts and beneficially owned by Forest Hill. Neither Forest Hill nor Mr. Lee has the power to vote the 762,481 shares of Common Stock held in the Non-Voting Account. Forest Hill has the power to
dispose of the 1,483,406 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 1,483,406 shares of Common Stock held in the
Forest Hill Accounts and beneficially owned by Forest Hill.
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5 of 7
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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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.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
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.
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Exhibits
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Exhibit 99.1
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Joint Filing Agreement dated February 14, 2014, between Forest Hill and Mark Lee.
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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 14, 2014
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Forest Hill Capital, L.L.C.
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By:
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/S/ MARK LEE
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Mark Lee, Manager
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/S/ MARK LEE
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Mark Lee
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