Preferred Stock Certificate for Heritage Financial Corporation Series A Issued to U.S. Department of the Treasury
This certificate represents 24,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued by Heritage Financial Corporation to the United States Department of the Treasury. The certificate outlines the ownership, transfer restrictions, and legal disclaimers, including that the shares are not bank deposits and are not insured by the FDIC. The shares are subject to federal securities laws, restricting their transfer unless certain conditions are met, such as registration or qualifying for an exemption.
Exhibit 4.1
Exhibit 4.1
INCORPORATED UNDER THE LAWS OF THE
State of Washington
NUMBER 1
SHARES
24,000
HERITAGE FINANCIAL CORPORATION
FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A
This Certifies that United States Department of the Treasury is the registered holder of Twenty Four Thousand shares transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 21st day of November A.D. 2008
Kaylene Lahn, Secretary
Brian L. Vance, President
©1997 GOES 1075
All Rights Reserved
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
CERTIFICATE
24,000
OF
FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A of HERITAGE FINANCIAL CORPORATION
ISSUED TO
United States Department of the Treasury
DATED
November 21, 2008
For Value Received, hereby sell, assign, and transfer unto
Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint: Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.
Dated
In presence of
NOTICE. THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR. WITHOUT
ALTERATION OR ENLARGEMENT. OR ANY CHANGE WHATEVER.
