| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No.4)* | |
Washington Banking Company | |
| (Name of Issuer) | |
Common Stock, $0.01 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: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 14 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 937303105 | 13G/A | Page 2 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Endicott Opportunity Partners II, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 937303105 | 13G/A | Page 3 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Endicott Opportunity Partners III, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 937303105 | 13G/A | Page 4 of 14 Pages |
| 1 | NAME OF REPORTING PERSON W.R. Endicott IIP, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 937303105 | 13G/A | Page 5 of 14 Pages |
| 1 | NAME OF REPORTING PERSON W.R. Endicott III, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 937303105 | 13G/A | Page 6 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Endicott Management Company | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 | TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 937303105 | 13G/A | Page 7 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Wayne K. Goldstein (in the capacity described herein) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 937303105 | 13G/A | Page 8 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Robert I. Usdan (in the capacity described herein) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
| ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER
| |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 937303105 | 13G/A | Page 9 of 14 Pages |
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Washington Banking Company (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| The Company's principal executive offices are located at 450 SW Bayshore Drive, Oak Harbor, WA 98277. |
| Item 2(a). | NAME OF PERSON FILING |
| This statement is filed by: |
| (i) | Endicott Opportunity Partners II, L.P., a Delaware limited partnership ("EOP II"), with respect to Shares directly owned by EOP II; | |
| (ii) | Endicott Opportunity Partners III, L.P., a Delaware limited partnership ("EOP III"), with respect to Shares directly owned by EOP III; | |
| (iii) | W.R. Endicott IIP, L.L.C., a Delaware limited liability company ("WR LLC") and general partner of EOP II, with respect to Shares directly owned by EOP II; | |
| (iv) | W.R. Endicott III, L.L.C., a Delaware limited liability company ("WR III LLC") and general partner of EOP III, with respect to Shares directly owned by EOP III; | |
| (v) | Endicott Management Company, a Delaware S-Corporation ("EMC") and Investment Manager to EOP II and EOP III, with respect to Shares directly owned by EOP II and EOP III; | |
| (vi) | Wayne K. Goldstein ("Mr. Goldstein"), who serves as a Co-President and a director of EMC and a managing member of WR LLC and WR III LLC, with respect to Shares directly owned by EOP II and EOP III; and | |
| (vii) | Robert I. Usdan ("Mr. Usdan"), who serves as a Co-President and a director of EMC and a managing member of WR LLC and WR III LLC and with respect to Shares directly owned by EOP II and EOP III. | |
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein. |
| CUSIP No. 937303105 | 13G/A | Page 10 of 14 Pages |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the principal business offices of each of: (i) EOP II; (ii) EOP III; (iii) WR LLC; (iv) WR III LLC (v) EMC, (vi) Mr. Goldstein; and (vii) Mr. Usdan is 360 Madison Avenue, 21st Floor, New York, NY 10017. |
| Item 2(c). | CITIZENSHIP |
EOP II - a Delaware limited partnership EOP III - a Delaware limited partnership WR LLC - a Delaware limited liability company WR III LLC - a Delaware limited liability company EMC - a Delaware S-Corporation Mr. Goldstein - United States Mr. Usdan - United States |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, $0.01 par value (the "Shares"). |
| Item 2(e). | CUSIP NUMBER |
| 937303105 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| CUSIP No. 937303105 | 13G/A | Page 11 of 14 Pages |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________________ |
| Item 4. | OWNERSHIP |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | |
| The Company's Form 10-Q, filed on November 7, 2013, indicates that the total number of outstanding shares of Common Stock as of November 4, 2013 was 15,534,403. The percentages used herein and in the rest of the Schedule 13G/A are based upon such number of shares of Common Stock outstanding. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X] |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| See Item 2. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| CUSIP No. 937303105 | 13G/A | Page 12 of 14 Pages |
| Item 10. | CERTIFICATION |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired 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. |
| CUSIP No. 937303105 | 13G/A | Page 13 of 14 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 14, 2014
| ENDICOTT OPPORTUNITY PARTNERS II, L.P. | |
| BY: W.R.D. Endicott IIP, L.L.C. | |
| its general partner | |
| BY:/s/ Wayne K. Goldstein | |
| Wayne K. Goldstein | |
| Managing Member | |
| ENDICOTT OPPORTUNITY PARTNERS III, L.P. | |
| BY: W.R. Endicott III, L.L.C. | |
| its general partner | |
| BY:/s/ Wayne K. Goldstein | |
| Wayne K. Goldstein | |
| Managing Member | |
| W.R. ENDICOTT IIP, L.L.C. | |
| BY:/s/ Wayne K. Goldstein | |
| Wayne K. Goldstein | |
| Managing Member | |
| W.R. ENDICOTT III, L.L.C. | |
| BY:/s/ Wayne K. Goldstein | |
| Wayne K. Goldstein | |
| Managing Member | |
| ENDICOTT MANAGEMENT COMPANY | |
| BY:/s/ Wayne K. Goldstein | |
| Wayne K. Goldstein | |
| Co-President | |
| CUSIP No. 937303105 | 13G/A | Page 14 of 14 Pages |
| WAYNE K. GOLDSTEIN, INDIVIDUALLY | |
| BY:/s/ Wayne K. Goldstein | |
ROBERT I. USDAN, INDIVIDUALLY | |
| BY: /s/ Robert I. Usdan | |
| Robert I. Usdan |
