| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 13)* | |
|
HomeStreet, Inc. | |
| (Name of Issuer) | |
|
Common Stock, no par value | |
| (Title of Class of Securities) | |
|
43785V102 | |
| (CUSIP Number) | |
|
Charles W. Griege, Jr. Roaring Blue Lion Capital Management, L.P. 8115 Preston Road, Suite 550 Dallas, TX 75225-6307 (214) 855-2430 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
October 17, 2018 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 7 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 disclosures provided in a prior cover page.
The information required on 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. 43785V102 | SCHEDULE 13D/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS Roaring Blue Lion Capital Management, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Texas | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 1,655,409 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 1,655,409 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,655,409 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x* | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | |||
| 14 |
TYPE OF REPORTING PERSON IA | |||
| * | The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The share amounts reported above do not reflect any Common Stock that may be deemed to be beneficially owned by the other group members and each of the Reporting Persons expressly disclaim beneficial ownership of securities owned by the other Reporting Persons unless otherwise noted herein. |
| CUSIP No. 43785V102 | SCHEDULE 13D/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS Charles W. Griege, Jr. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 1,655,409 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 1,655,409 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,655,409 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x* | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% | |||
| 14 |
TYPE OF REPORTING PERSON IN, HC | |||
| * | The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The share amounts reported above do not reflect any Common Stock that may be deemed to be beneficially owned by the other group members and each of the Reporting Persons expressly disclaim beneficial ownership of securities owned by the other Reporting Persons unless otherwise noted herein. |
| CUSIP No. 43785V102 | SCHEDULE 13D/A | Page 4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS Ronald K. Tanemura | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 10,000 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 10,000 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,000 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | x* | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| * | The Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The share amounts reported above do not reflect any Common Stock that may be deemed to be beneficially owned by the other group members and each of the Reporting Persons expressly disclaim beneficial ownership of securities owned by the other Reporting Persons unless otherwise noted herein. |
| CUSIP No. 43785V102 | SCHEDULE 13D/A | Page 5 of 7 Pages |
| This Amendment No. 13 (“Amendment No. 13”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on November 20, 2017 (the “Original Schedule 13D”) and Amendments No. 2 through No. 12 to the Original Schedule 13D (together with the Original Schedule 13D and this Amendment No. 13, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 13 have the meanings set forth in the Schedule 13D. This Amendment No. 13 amends Items 1, 3, 4, 5 and 7 as set forth below. |
| Item 1. | SECURITY AND ISSUER |
| Item 1 is hereby amended and restated to read as follows: | |
| This Amendment No. 13 relates to the shares of Common Stock, no par value (the “Common Stock”) of HomeStreet, Inc., a Washington corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 601 Union Street, Suite 2000, Seattle, Washington 98101. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 is hereby amended and restated to read as follows: | |
| In aggregate, Roaring Blue Lion Capital Management and Mr. Griege have sole voting and dispositive power over 1,655,409 shares of Common Stock of the Issuer acquired at an aggregate cost of $46,204,442, excluding brokerage commissions. These shares were acquired using the Advisory Clients’ available working capital. The Roaring Blue Lion Entities and Mr. Griege do not own any shares of Common Stock of the Issuer directly. | |
| As of the date of this Schedule 13D, Mr. Tanemura had invested $293,127 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was personal investment capital. | |
| From time to time, the Reporting Persons may purchase Common Stock on margin provided by banking institutions or brokerage firms on such firms’ usual terms and conditions. All or part of the shares of Common Stock held by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Other than the foregoing margin arrangements, as of the date of this filing, none of the Reporting Persons have loans secured by Common Stock. |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 is hereby amended and supplemented by the addition of the following: | |
| On October 17, the Blue Lion Parties sent a letter to the Board of Directors of the Issuer. The contents of the letter are filed as Exhibit 99.17. |
| CUSIP No. 43785V102 | SCHEDULE 13D/A | Page 6 of 7 Pages |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Item 5 is hereby amended and restated to read as follows: | |
| (a) | As of the date hereof, the Blue Lion Parties held in the aggregate 1,655,409 shares of Common Stock of the Issuer, which represents 6.1% of the outstanding Common Stock. As of the date of this Amendment No. 13, Ronald K. Tanemura held in the aggregate 10,000 shares of Common Stock of the Issuer, which represents less than one percent of the outstanding Common Stock. The percentages used in this Schedule 13D are calculated based upon 26,985,537.6 outstanding shares of Common Stock as of August 1, 2018. This amount is based upon the number of outstanding shares of Common Stock reported in the Issuer’s quarterly report on Form 10-Q filed on August 3, 2018. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | During the past 60 days no transactions were effected by any Reporting Person. |
| (d) | Other than the Advisory Clients for which Roaring Blue Lion Capital Management acts as the investment adviser, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, shares of the Common Stock. |
| (e) | Not applicable. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Item 7 is hereby amended and supplemented by the addition of the following: | |
| Exhibit 99.17: Letter to HomeStreet, Inc. dated October 17, 2018. |
| CUSIP No. 43785V102 | SCHEDULE 13D/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: October 17, 2018
| ROARING BLUE LION CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Charles W. Griege, Jr. | |
| Name: | Charles W. Griege, Jr. | |
| Title: | Managing Member | |
| /s/ Charles W. Griege, Jr. | ||
| Charles W. Griege, Jr. | ||
| /s/ Ronald K. Tanemura | ||
| Ronald K. Tanemura | ||