SecProbe.io

CORRESP
1
filename1.htm

Correspondence

 Suite 2200

 1201 Third Avenue

Seattle, WA 98101-3045

 Marcus J. Williams

 206.757.8170 tel

 206.757.7170 fax

marcwilliams@dwt.com

 August 9, 2011

 VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

 Securities and Exchange Commission

 Division of Corporation Finance

 100
F Street NE

 Washington, D.C. 20549-4561

Attention:
Mr. David Lin
Mr. Todd K. Schiffman

Re:
HomeStreet, Inc.
Registration Statement on Form S-1 and Form S-1/A
Filed May 6, 2011, as amended on May 19, 2011, June 20,
2011, July 8, 2011, July 25, 2011 and August 9, 2011
File No. 333-173980

 On behalf of our
client HomeStreet, Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, set forth below are responses to the comments of the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC” or “Commission”) that were set forth in the Staff’s letter, dated August 1, 2011, regarding the above-referenced
Registration Statement on Form S-1. We have carefully reviewed and considered each comment contained in that letter, and would respectfully submit the proposed responses and actions indicated below. For ease of reference, the text of each of the
Staff’s comments is set forth below followed in each case by our response.

 Amendment No. 4 to Registration Statement on Form S-1

 Underwriting

 Directed
Share Program, page 224

 Staff Comment No. 1: We note that the underwriters have reserved approximately ten percent of the shares
for sale directly to certain of your officers, directors, employees and shareholders, or their affiliates. Please consider adding a risk factor to disclose the risk to your shareholders of the subsequent increase in shares in the market at the
expiration of the lock-up period.

 Securities and Exchange Commission

 Page 2

 RESPONSE: The Company has considered and discussed this comment with its advisors. We would
respectfully submit that the shares to be issued in the directed share program, other than an immaterial number of shares to be issued to executive officers, directors and existing shareholders, will not be subject to lockup or market standoff
restrictions, and accordingly we believe such a disclosure would be inappropriate in this circumstance.

 Exhibits

Staff Comment No. 2. Please file any outstanding exhibits with your next amendment. They are subject to the staff’s review and we will need
time to conduct that review.

 RESPONSE: The Company has filed all outstanding exhibits simultaneously herewith on Amendment
No. 5 to the Registration Statement on Form S-1 with the exception of Exhibit 5.1, which we will file prior to effectiveness. A form of that exhibit has been provided previously to the Commission for its review.

The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Thank you for providing the Company with the opportunity to respond to your comments. Please do not
hesitate to contact Marcus J. Williams at (206) 757-8170 if you have any questions or concerns, or if you would like to discuss the substance of this letter or the documents referred to herein.

Very truly yours,

 Davis Wright Tremaine LLP

 /s/ Marcus J. Williams

 Marcus J.
Williams

cc:
Mark K. Mason

 Godfrey B. Evans

 John C. Grosvenor

 Matthew S. O’Laughlin