SecProbe.io

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

    DIVISION OF
CORPORATION FINANCE

 May 22, 201 9
Mark K. Mason
Chairman of the Board, President and  CEO
HomeStreet, Inc.
601 Union Street, S uite 2000
Seattle, WA 98101

 Re: HomeStreet , Inc.
DEFA 14A filing made under cover of Schedule 14A
Filed on May 1 6, 2019 by HomeStreet , Inc.
  File No.  001-35424

Dear M r. Mason ,

We have reviewed the above -captioned  filing , and have the following comment s.  Our
comment s may ask for additional information so that we may better 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 comment s apply to your facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comment s, we may have additional comments.

DEFA14A  filed May 16, 2019 on Schedule  14A

1. The press release excerpt indicates that “the SEC had no objection to HomeStreet ’s filing of
its definitive proxy statement ” upon review of HomeStreet ’s explanation of events relating to
HomeStreet ’s efforts to comply with Rule 14a -13.  This statement creates the implication that
“the SEC ” reached a legal conclusion on the sufficiency of HomeStreet ’s explanation .  Please
file a corrective statement that expressl y indicates  that the U.S. Securities and Exchange
Commission  did not review HomeStreet ’s explanation or its proxy statement  and accordingly
did not express a view on w hether or not HomeStreet complied with Rule 14a -13.

2. Rule 14a -13 mandat es that the registrant shall conduct the inquiry required by Rule 14a -
13(a)(1) “ at least 20 business days  prior to the record date …”  Based on the information
HomeStreet  has now publicly disclosed , HomeStreet represents that the search specifi ed
under Rule 14a -13(a)(3)  was only initiated within the required timeframe .  Notwithstanding
HomeStreet ’s characterization that it relied on its agent “in ensuring compliance ,”
HomeStreet ─ as dist inguished from its agent ─ is obligated to “make ” the inquiry required
under Rule 14a -13(a)(1).  Because the inquiry  required of all persons specified under Rule
14a-13(a)(1) was not  effectuated , compliance with Rule 14a -13(a)(3) was not perfected.
Please file a n explanatory  statement that acknowledges HomeStreet ’s non -compliance .

Mark K. Mason
HomeStreet , Inc.
May 22, 201 9
Page 2

  While the staff in the Division of Corporation Finance will not undertake any further
examination of HomeStreet ’s non -complia nce with Rule 14a -13 at this time, we reserve the right
to make further inquiry into this matter and make any recom mendations o r referrals deemed
appropriate.

  We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, 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 & Acquisitions

cc: Beth E. Berg, Esq.
           Kai H.E. Liekefett, Esq.