SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

      DIVISION OF
CORPORATION FINANCE
 May 8 , 201 9

Charles W. Griege, Jr.
Roaring Blue Lion Capital Management, L.P.
8115 Preston Road, Suite 550
Dallas, TX 75225 -6307

 Re: HomeStreet, Inc.
PREC 14A filed by  Roaring Blue Lion Capital Management , L.P.,  et al.
Filed May 7 , 2019
  File No.  001-35424

Dear Mr. Griege :

We have reviewed the above -captioned filing, and have the following comments.  Some
of our comments may ask for additional information so we may be tter understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your facts and circumstances and/or
do not believe an amendment is appropriate, please tel l us why in a written response.

  After reviewing any amendment to the filing and /or any information provided in response
to these comments, we  may have additional comments.

Schedule 14A

1. Please confirm that the “Excluded  Company  Nominee s” have yet to be determined, and when
the identity of the individual s are known, that the brackets will be removed and replaced with
the name s of director candidate s.

2. Please a dvise us, with a view toward revised disclosure, how the participants have complied
with or intend to comply with Rule 14a -4(d)(4)(ii) .

3. Please rev ise the statement on page 3 regarding the potential use of  discretionary authority so
that it conforms to the standards codified at Rule 14a -4(c)(3) given that the meeting date does
not appear to have been scheduled as of yet and matters may still become known in advance.

4. As reflected in Item 7 of Schedule 14A, a registrant, as defined in Rule 14a -1, may have a
nomination procedure that it administers and interprets.  The disclosure in the proxy
statement acknowledges that shareholders of HomeStreet still have a right to nominate
directors.   Please provide us wi th the factual foundation to support the assertion that the
“Board has used the corporate machinery to try to impede  our rights as shareholders .”  Refer

Charles W. Griege, Jr.
May 8, 2019
Page 2

 to Note b. of Rule 14a -9.  Alternatively, please remove the implication that the registrant has
attempted to preven t the lawful exercise of any of the suggested shareholder rights.

Proposal 1  | Election of Directors, page 9

5. Please provide us with a brief legal analysis in support of the representation that the proxy
holders will be authorized to vote  for substitute nominees, if needed, given the participants ’
earlier characterization of the nominating process and procedures.  Please spec ifically
address whether or not any timeframe  memorialized in any advance noti ce bylaw is required
to be satisfied and has been or will be satisfied.

Proposal 5 | Declassify the Board, page 16

6. Given that Item 19 requires the registrant to disclose “the general effect of such amendment,”
and Instruction 2 thereto references anti -takeover and similar proposals, please disclose the
general effect such an amendment , if approved,  could have in the takeover context, of advise.

What are “broker non -votes” and what effect do they have on the Proposals? , page 22

7. Please advise us of the lega l basis upon which the participants  have relied to conclude that
brokers may be eligible to vote shares in the absence of instructions timely transmitted by
beneficial owners.  Alternatively, please revise to remove the implication that “broker non-
votes” will still exist .  See Item 21(b) of Schedule 14A.

8. Please advise us of the le gal basis upon which the particip ants have relied to conclude that
banks and nominees other than brokers are unable to use discretionary authority to vote on
non-routine matters.  Please also advise us how a vote from a non -broker could still be
considered a “broker non -vote” within the meaning of Item 21 of Schedule 14A.

Where can I find additio nal information concerning HomeStreet? , page 23

9. Please revise to more explicitly refer to the specific line items within Schedule 14A that the
participants have seemingly sought to satisfy by referencing HomeStreet ’s proxy statement in
reliance upon Rule 14a -5(c).   At present, the disclosure  only states that “[s]uch disclosure
includes ”, thereby implying that the participants are relying upon other of the registrant ’s
disclosures  in order to satisfy th eir disclosure obligations within Schedule 14A.

*  * *

Charles W. Griege, Jr.
May 8, 2019
Page 3

 We remind you that the filing persons  are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any re view, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc:  Ele Klein, Esq.