FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
LIEN JAY T
(Last) (First) (Middle)
201 5TH AVE SW
(Street)
OLYMPIA WA 98501
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERITAGE FINANCIAL CORP /WA/ [ HFWA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/24/2014   A   1,252 (1) A $ 0 68,663 D  
Common Stock               623 I by Managed Account
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Restricted stock award vesting on May 1, 2015
Jay Lien 07/25/2014
** Signature of Reporting Person Date
Kaylene Lahn POA 07/25/2014
** 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 4 (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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POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Brian L. Vance, Kaylene M. 
Lahn and Donald J. Hinson, signing singly, the undersigned?s true and lawful attorney-
in-fact to:

(1) 	execute for and on behalf of the undersigned, in the undersigned?s capacity  as an 
officer and / or director of Heritage Financial Corporation, (?HFC?), Forms 3, 4, and 5 
in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the 
rules thereunder;

(2) 	do and perform any and all acts for and on behalf of the undersigned which may be 
necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely 
file such form with the United States Securities and Exchange Commission and any 
stock exchange or similar authority; and

(3) 	take any other action of any type whatsoever in connection with the foregoing 
which, in the opinion of such attorney-in-fact may be of benefit to, in the best 
interest of, or legally required by, the undersigned, it being understood that the 
documents executed by such attorney-in-fact on behalf of the undersigned pursuant 
to this Power of Attorney shall be in such form and shall contain such terms and 
conditions as such attorney-in-fact may approve in such attorney-in-fact?s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to 
do and perform any and every act and thing whatsoever requisite, necessary or proper 
to be done in the exercise of any of  the rights and powers herein granted, as fully to all 
intents and purposes as the undersigned might or could do if personally present, with 
full power of substitution or revocation, hereby ratifying and confirming all that such 
attorney-in-fact , or such attorney-in-fact?s  substitute and substitutes, shall lawfully do 
or cause to be done by virtue of  this power of attorney and the rights and powers 
herein granted.   The ?undersigned? acknowledges that the foregoing attorneys-in-fact, 
in serving in such capacity at the request of the undersigned, are not assuming, nor is 
HFC assuming, any of the undersigned?s responsibilities to comply with Section 16 of the 
Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is not 
longer required to file Forms 3, 4 and 5 with respect to the undersigned?s holdings of 
and transactions in securities issued by HFC, unless earlier revoked by the undersigned 
in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of this 8th day of May, 2014.

                          				_/s/ Jay T. Lien_____________________
						Signature

						Jay T. Lien