Evans Godfrey B Form 4 HomeStreet / GODFREY B EVANS ownership change

SEC Form 4

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^*

EVANS GODFREY B

(Last) (First) (Middle)

601 UNION STREET, SUITE 2000

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HomeStreet, Inc. [ HMST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2017

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	01/28/2017		M		945	A	$0(1)	35,794	D
Common Stock	01/29/2017		M		929	A	$0(2)	36,723	D

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
Restricted Stock Units	(3)	01/26/2017		A		2,256		(4)	(4)	Common Stock	2,256(4)	$0(4)	7,865	D
Performance Share Units	$0.0	01/26/2017		A		3,384(5)		(6)	(6)	Common Stock	3,384(5)	$0(5)	15,940	D
Restricted Stock Units	(3)	01/28/2017		M			945	(7)	(7)	Common Stock	945	$0	6,920	D
Restricted Stock Units	(3)	01/29/2017		M			929	(8)	(8)	Common Stock	929	$0	5,991(9)	D

Explanation of Responses:

1. Common stock acquired upon vesting of Restricted Stock Units ("RSUs") granted on January 28, 2016.

2. Common stock acquired upon vesting of RSUs granted on January 29, 2015.

3. Each RSU represents a contingent right to receive one share of HomeStreet common stock.

4. On January 26, 2017, the reporting person was granted 2,256 RSUs, which vest incrementally in equal amounts on January 26, 2018, January 26, 2019 and January 26, 2020, respectively. In the event of a change in control, all unvested RSUs may vest immediately under certain circumstances. Upon vesting, the reporting person will receive a number of shares of HomeStreet common stock equal to the number of RSUs that have vested.

5. The number of performance share units ("PSUs") represents the maximum number of shares of HomeStreet common stock to which the reporting person will be entitled. The target number of shares associated with the grant is 2,256 shares of common stock. Each PSU represents one share of common stock and will vest depending on the achievement of certain specified performance criteria including the return on average equity for each of HomeStreet's 12 fiscal quarters completed from January 1, 2017 through December 31, 2019.

6. The PSUs are scheduled to vest in the first quarter of 2020 when the HomeStreet, Inc. Human Resources and Corporate Governance Committee certifies the achievement of the performance goals in accordance with the provisions of the reporting person's award agreement. In the event of a change in control, all outstanding PSUs may vest under certain circumstances at the target award level on the effective date of the change in control.

7. On January 28, 2016, the reporting person was granted 2,835 RSUs, which vest incrementally in equal amounts on January 28, 2017, January 28, 2018 and January 28, 2019, respectively. In the event of a change in control, all unvested RSUs may vest immediately under certain circumstances. Upon vesting, the reporting person will receive a number of shares of HomeStreet common stock equal to the number of RSUs that have vested.

8. On January 29, 2015, the reporting person was granted 2,787 RSUs, which vest incrementally in equal amounts on January 29, 2016, January 29, 2017 and January 29, 2018, respectively. In the event of a change in control, all unvested RSUs may vest immediately under certain circumstances. Upon vesting, the reporting person will receive a number of shares of HomeStreet common stock equal to the number of RSUs that have vested.

9. The reporting person's remaining RSUs also include 916 RSUs granted on May 29, 2014, which vest on May 29, 2017, 929 RSUs granted on January 29, 2015, which vest on January 29, 2018 and 1,890 RSUs granted on January 28, 2016, which vest incrementally in equal amounts on January 28, 2018 and January 28, 2019, respectively. In the event of a change in control, all unvested RSUs may vest immediately under certain circumstances. Upon vesting, the reporting person will receive a number of shares of HomeStreet common stock equal to the number of RSUs that have vested.

Remarks:

	/s/ Donna M. Cochener, Attorney in Fact for Godfrey B. Evans	01/30/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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