SecProbe.io

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

    DIVISION OF
CORPORATION FINANCE

 June 5 , 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 30, 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 30 , 2019 on Schedule 14A

1. On a slide entitled “HomeStreet Has Made Repeated Attempts to Engage Constructively ” at
page 36 of the presentation, HomeStreet  states  that “[a]s part of the Company’s shareholder
engagement process, it offered shareholders a meeting or telephone call to discuss
shareholder questions and concerns outsi de of the annual meeting cycle.  As one of the
largest shareholders, [Blue Lion Capital] was included in this outreach, accepted
HomeStreet’s offer and spoke with the Company.”   Please provide us with the factual
support for the assertion that HomeStreet initiated the contact and sough t meetings or calls
with representatives of Blue Lion Capital after HomeStreet “made an offer. ”  Alternatively,
please revise to indicate, if true, that any engagement with Blue Lion Capital was initiated by
Blue Lion and not the byproduct or result of a formal “shareh older engagement process. ”

2. On page 44 of HomeStreet ’s presentation, the registrant  states, “. . . [Blue Lion Capi tal] tried
to sneak its mistake past shareholders with an under the radar filing . . . .”  Given  that all
filings appear on EDGAR on equal footing, no factual basis  appears to exist in support of the
claim that any filing is more “under the radar” than another filing, especially if the filing
contents  were also mailed to the shareholders.   Please revise the assertion that Blue Lion
Capital “tried to sneak its mistake past shareholders ” with a undiscoverable filing, or advise.

Mark K. Mason
HomeStreet , Inc.
June 5 , 201 9
Page 2

 3. HomeStreet contends within the presentation that “[t]he Reality ” is that Roaring Blue Lion ’s
“end game has always been sel ling the Company. ”  The slide excerpt offered to support the
contention has been identified as one produced on December 21, 2017.  Please provide us
with the support for that date, or revise to include the correct date.  Given that HomeStreet ’s
presentation then indicates  Blue Lion suggested that HomeStreet should only be sold “ [i]f
Management and the Board cannot develop  and executed a multi -year plan that would crea te
a top decile performing bank ,” it also appears HomeStreet ’s characterization regarding an
“end game ” is insupportable.  Pleas e revise to address this apparent contradiction  in light of
the contingency to which the sale option was subject , or advise.

4. HomeStreet refers to a n ineffective  “initial email scan ” as the explanation for why  an April
30, 2019  press release issued by H omeStreet  stated that the registrant was  “not aware of
Dwight Capital’s interest [in acquiring HomeStreet ’s Fannie Mae DUS multifamily
origination and servicing business ] until their press release, as they had  not previously
contacted [HomeStreet]. ”  Please explain  to us, with a view towards revised d isclosure,  why
HomeStreet  personnel would not already have been aware of Dwight Capital’s interest and
thought it had had no contact with HomeStreet  given the subsequent acknowledg ement that
“several intermittent email inquiries” were received from Dwight Capital and  HomeStreet
“consistently responded” to such ema ils.

  We r emind 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.