Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McDonald Bryan
 2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2014		 3. Issuer Name and Ticker or Trading Symbol
HERITAGE FINANCIAL CORP /WA/ [HFWA]
(Last)
(First)
(Middle)
PO BOX 1578		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exe, VP and CLO of the Bank
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OLYMPIA, WA 98043		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 9,365 (1)
D
 
Common Stock 9,015 (1)
I
401k
Common Stock 3,143 (2)
D
 
Common Stock 6,221 (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (4) 05/01/2014 06/26/2018 Common Stock 5,286 $ 8.26 D  
Stock option (4) 05/01/2014 04/26/2017 Common Stock 1,262 $ 15.12 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McDonald Bryan
PO BOX 1578
OLYMPIA, WA 98043		       Exe, VP and CLO of the Bank  

Signatures

/s/Kaylene Lahn POA for Bryan McDonald 05/09/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of Heritage Financial Corporation ("Heritage") common stock received in exchange for shares of Washington Banking Company ("Washington Banking") common stock in connection with merger of Washington Banking into Heritage Financial Corporation ("Heritage"), with each share of Washington Banking common stock converted into 0.89000 of a share of Heritage commons stock and $2.75 in cash, pursuant to the terms of an Agreement and Plan of Merger dated October 23, 2013 between Heritage and Washington Banking ("Merger Agreement").
(2) Represents award of Heritage restricted stock which vest in equal installments over a four year period.
(3) Represents shares of Heritage common stock issued in settlement of Washington Banking restricted stock units effective as of the merger.
(4) Represents Washington Banking options that were converted into Heritage options, pursuant to the terms of the Merger Agreement.

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