Form of Certificate for the Preferred Stock



 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.