SecProbe.io

CORRESP
1
filename1.htm

    Northrim BanCorp, Inc.

    3111 C Street

    Anchorage, Alaska

    March 9, 2026

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attention: Ms. Aisha Adegbuyi, Attorney Advisor

          Re:

            Northrim BanCorp, Inc.

              Registration Statement on Form S-4

              Filed February 13, 2026

              File No. 333-293454

              Request for Acceleration of Effectiveness

    Ladies and Gentlemen:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Northrim BanCorp, Inc., an Alaska corporation (the “Registrant”), hereby requests acceleration by
      the U.S. Securities and Exchange Commission of the effective date of the above-captioned Registration Statement on Form S-4, as amended (the “Registration Statement”). The Registrant respectfully requests that the Registration Statement become
      effective under the Securities Act as of  4:00 p.m., Eastern Standard Time, on Wednesday, March 11, 2026, or as soon thereafter as practicable.

    Please contact Beth A. Whitaker of Hunton Andrews Kurth LLP, the Registrant’s legal counsel, at (214) 468-3575 with any questions or comments.  In addition, please notify Mrs. Whitaker via telephone
      when this request for acceleration has been granted.

    Thank you for your assistance in this matter.

            Sincerely,

            NORTHRIM BANCORP, INC.

            By:

            /s/ Jed W. Ballard

            Name:

            Jed W. Ballard

            Title:

            Executive Vice President and Chief Financial Officer

          cc:

            Beth A. Whitaker, Hunton Andrews Kurth LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 25, 2026

Michael G. Huston
Chief Executive Officer
Northrim BanCorp, Inc.
3111 C Street
Anchorage, AK

 Re: Northrim BanCorp, Inc.
 Registration Statement on Form S-4
 Filed February 13, 2026
 File No. 333-293454
Dear Michael G. Huston:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Beth Whitaker, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Northrim BanCorp, Inc.
 3111 C Street
 Anchorage, Alaska 99503

 February 13, 2026

 BY EDGAR

 U.S. Securities and Exchange Commission
 100 F. Street, N.E.
 Washington, D.C.  20549

 Re:  Northrim BanCorp, Inc. Exchange Offer .

 Ladies and Gentlemen:

 In connection with the exchange offer (the “ Exchange Offer ”) being made by Northrim BanCorp, Inc. (the “ Issuer ”) pursuant to the prospectus contained in the Issuer’s Registration
 Statement on Form S-4 (File No. 333-293454) filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on February 13, 2026, this letter will confirm the following:

 (1)   The Issuer is registering the Exchange Offer in reliance upon the position of
 the Staff of the SEC set forth in the no-action letters issued to:  (i) Exxon Capital Holdings Corporation (available May 13, 1988); (ii) Morgan Stanley & Co. Incorporated (available June 5, 1991) and (iii) Shearman & Sterling (available
 July 2, 1993) (collectively, the “ No‑Action Letters ”).

 (2)   The Issuer has not entered into any arrangement or understanding with any
 person to distribute the registered 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 to be received in the Exchange Offer (the “ New Notes ”) in exchange for the Issuer’s outstanding 6.875% Fixed-to-Floating Rate Subordinated Notes
 due 2035 (the “ Old Notes ”), and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of its business, is not participating in, and has no
 arrangement or understanding with any person to participate in, the distribution of the New Notes to be received in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act of 1933, as amended
 (the “ Securities Act ”), and did not purchase any Old Notes to be exchanged for New Notes directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act.  In addition, to the
 best of the Issuer’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of the New Notes.  In this regard, the Issuer will make each
 person participating in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of the New Notes, such person (i) could not rely on the Staff position
 set forth in the No-Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from
 registration is otherwise available.  The Issuer acknowledges that such a secondary resale for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling security holder information
 required by Item 507 of Regulation S-K.

 U.S. Securities and Exchange Commission

 February 13, 2026
 Page 2

 (3)   A broker-dealer may participate in the Exchange Offer with respect to Old Notes acquired for its
 own account as a result of market-making or other trading activities, provided that the broker-dealer has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the New Notes, and the Issuer
 (i) will make each person participating in the Exchange Offer aware (through the Prospectus for the Exchange Offer) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making or other trading activities,
 and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, must deliver a prospectus meeting the requirements of the Securities Act as described in paragraph (2) above in connection with any resale of such New
 Notes, and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision providing that if the exchange offeree is a broker-dealer holding Old
 Notes acquired for its own account as a result of market-making or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes.
 However, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 The transmittal letter to be executed by the exchange offeree in order to participate in the Exchange Offer includes a representation to the effect that by accepting the Exchange Offer, the
 exchange offeree represents that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.

 ( Signature Page Follows )

 Sincerely,

 NORTHRIM BANCORP, INC.

 By:
 /s/ Michael G. Huston

 Name:

 Michael G. Huston

 Title:

 President, Chief Executive Officer and Chief Operating Officer

CORRESP
 1
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 Document May 5, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Robert Arzonetti Re: Northrim BanCorp, Inc. Request for Acceleration of Effectiveness of Form S-3 SEC File No. 333-286830 (“Registration Statement”) Dear Mr. Arzonetti: On behalf of Northrim BanCorp, Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 4:00 p.m. (Washington, D.C. time), or as soon as practicable thereafter, on Thursday, May 8, 2025. Feel free to telephone Ryan J. York of Accretive Legal, PLLC, the registrant’s legal counsel, at (425) 786-9256 with any questions or comments. Sincerely, Northrim BanCorp, Inc.     By: /s/ Michael G. Huston      Michael G. Huston President and Chief Executive Officer Northrim BanCorp, Inc. 3111 C Street · P.O. Box 241489         northrim.com Anchorage, Alaska 99524-1489         Phone: (907) 562-0062 · Fax: (907) 562-1758

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 2, 2025

Michael G. Huston
Chief Executive Officer
Northrim BanCorp, Inc.
3111 C Street
Anchorage, AK 99503

 Re: Northrim BanCorp, Inc.
 Registration filed on Form S-3
 Filed April 29, 2025
 File No. 333-286830
Dear Michael G. Huston:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Ryan York
</TEXT>
</DOCUMENT>

October 28 , 2016

Mail Stop 4720

Via E -mail
Latosha M. Frye
Chief Financial Officer
Northrim Bancorp, Inc.
3111 C Street
Anchorage, Alaska 99503

Re: Northrim Bancorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 11, 2016
File No. 000 -33501

Dear Ms. Frye :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services

CORRESP
1
filename1.htm

		Document

October 28, 2016

VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attention:

 Stephanie Sullivan

 Michelle Miller

Re:

 Northrim BanCorp, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015 (the “Report”)

 Filed March 11, 2016

 File No. 000-33501

Northrim BanCorp, Inc., (the “Company”) has reviewed the comment letter from the Division of Corporate Finance of the U.S. Securities and Exchange Commission (the “Staff”) dated August 17, 2016 in which the Staff indicated that the Staff objected to the Company’s view that the contingent payments related to the Company’s acquisition of Residential Mortgage Holding Company, LLC (“RML”) should be accounted for as contingent purchase consideration instead of compensation.

We respectfully submit this analysis in response to your letter dated August 17, 2016, which stated the following:

Staff Comment No. 1: Item 8. Financial Statements and Supplementary Data, Note 2 - Business Combinations, page 70; Residential Mortgage, page 72

We note your responses to prior comment 2 to our letter dated April 29, 2016 and object to your view that the contingent payments related to the acquisition of RML should be accounted for as contingent consideration instead of compensation. Please provide us with your materiality analysis pursuant to ASC 250-10-S99 as of December 31, 2014 and updated through your most recent quarter end that reflects the impact of recognizing the contingent payments as compensation. To the extent you conclude that this error is not material to your historical financial statements, please describe how you plan to correct this error in future filings and describe the types of disclosures you would plan to make.

Response:

Securities and Exchange Commission

October 28, 2016

Page 2

The Company has completed its materiality assessment of the accounting in question.  After considering both quantitative and qualitative factors, the Company has determined that the impact of the change to account for the contingent payments to the sellers of RML as compensation instead of contingent consideration is not material to the Company’s previously issued consolidated financial statements. The Company proposes to correct the accounting for these contingent payments as an out-of period adjustment on a prospective basis in its next interim financial statements included in its Quarterly Report on Form 10-Q for the period ended September 30, 2016.

ASC 250-10-S99 (“SAB 99”) indicates that quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality and that it cannot appropriately be used as a substitute for a full analysis of all relevant considerations. SAB 99 also indicates that the formulation of materiality in the accounting literature is in substance identical to the formulation used by the courts in interpreting the federal securities laws. The U.S. Supreme Court has held that a fact is material if there is “a substantial likelihood that the…fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available.” Lastly, specifically the Staff’s interpretive response says that “A matter is ‘material’ if there is a substantial likelihood that a reasonable person would consider it important.”

The SAB 99 analysis herein seeks to apply these criteria. As such, the quantitative and qualitative conclusions made by the Company have been considered both individually and in the aggregate in determining whether or not the items at issue were material to the consolidated financial statements of the Company.

As discussed below, the Company respectfully offers that the impacts of accounting for the contingent payments to the sellers of RML as compensation instead of as contingent consideration on its financial position and operating results for the quarterly, year-to-date, and annual periods since the date of acquisition are not material.

Quantitative Assessment

Impact to historical financial statements

The following tables detail the impact of this change in the Company’s consolidated financial statements, including significant financial ratios, for each quarter since the transaction was completed as of December 1, 2014.

Table 2 below outlines the impact of adjusting the individual line items and the overall Consolidated Balance Sheets of the Company as of the impacted balance sheet dates. While the percentage change in goodwill is 33% and the percentage change in other liabilities is as high as 27%, the Company does not believe that these changes are material because the dollar amount of these changes is not material to the balance sheet overall.  Goodwill, which represents as much as 2% as reported and 1% after the adjustment of total assets, decreases $7.3 million, and other liabilities, which represents as much as 3% of total liabilities and between 1% and 3% after the adjustment, decreases between $5 million and $7.2 million for each relevant period.  Total assets, total liabilities, and total shareholders’ equity all decrease by 1% or less in all periods.

Tables 1 and 4 below show the impact of adjusting the individual line items and the overall Consolidated Statements of Income for the seven quarters affected, the year ended December 31, 2015, and year-to-date through June 30, 2016.  The impact on net income ranges between -1% to 6% in each of the relevant periods.

Table 3 below shows the impact of the adjustments on various financial ratios, and the Company believes

Securities and Exchange Commission

October 28, 2016

Page 3

that these changes are also not material.  Book value per share decreases by less than 1% at each balance sheet date, and regulatory capital ratios increase between 3% and 5% at these dates due to the decrease in goodwill.

Additionally, the change does not affect the amount of the contingent payments and there is no impact to the Company’s total cash flows from operating, investing or financing activities or the liquidity ratios.

Securities and Exchange Commission

October 28, 2016

Page 4

Table 1

 December 31,

 March 31,

 June 30,

 September 30,

 December 31,

 March 31,

 June 30,

(Dollars in Thousands)

 2014

 2015

 2015

 2015

 2015

 2016

 2016

     As Reported:

Net interest income

 $13,924

 $13,632

 $14,195

 $14,682

 $14,400

 $14,174

 $14,079

Provision for loan losses

 500

 326

 376

 676

 376

 703

 200

Other operating income

 9,376

 10,535

 11,563

 12,407

 10,104

 9,105

 11,864

Other operating expense

 13,671

 18,461

 17,753

 18,203

 18,229

 17,371

 19,369

Income before provision

     for income taxes

 9,129

 5,380

 7,629

 8,210

 5,899

 5,205

 6,374

Provision for income taxes

 2,325

 1,747

 2,686

 2,678

 1,673

 1,699

 1,868

Net income

 6,804

 3,633

 4,943

 5,532

 4,226

 3,506

 4,506

Less: Net income attributable

     to noncontrolling interest

 130

 72

 162

 197

 120

 130

 156

Net income attributable to

     Northrim BanCorp, Inc.

 $6,674

 $3,561

 $4,781

 $5,335

 $4,106

 $3,376

 $4,350

Earnings per share, basic

 $0.98

 $0.52

 $0.70

 $0.78

 $0.60

 $0.49

 $0.63

Earnings per share, diluted

 $0.97

 $0.51

 $0.69

 $0.77

 $0.59

 $0.48

 $0.63

     Revised:

Net interest income

 $13,924

 $13,632

 $14,195

 $14,682

 $14,400

 $14,174

 $14,079

Provision for loan losses

 500

 326

 376

 676

 376

 703

 200

Other operating income

 9,376

 10,535

 11,563

 12,407

 10,104

 9,105

 11,864

Other operating expense

 13,799

 18,813

 18,113

 18,563

 18,589

 17,732

 19,730

Income before provision

     for income taxes

 9,001

 5,028

 7,269

 7,850

 5,539

 4,844

 6,013

Provision for income taxes

 2,272

 1,602

 2,538

 2,530

 1,525

 1,551

 1,720

Net income

 6,729

 3,426

 4,731

 5,320

 4,014

 3,293

 4,293

Less: Net income attributable

     to noncontrolling interest

 130

 72

 162

 197

 120

 130

 156

Net income attributable to

     Northrim BanCorp, Inc.

 $6,599

 $3,354

 $4,569

 $5,123

 $3,894

 $3,163

 $4,137

Earnings per share, basic

 $0.97

 $0.49

 $0.67

 $0.75

 $0.57

 $0.46

 $0.60

Earnings per share, diluted

 $0.96

 $0.48

 $0.66

 $0.74

 $0.56

 $0.45

 $0.60

      %Change:

Net interest income

 0%

 0%

 0%

 —%

 —%

 —%

 —%

Provision for loan losses

 0%

 0%

 0%

 —%

 —%

 —%

 —%

Other operating income

 0%

 0%

 0%

 —%

 —%

 —%

 —%

Other operating expense

 1%

 2%

 2%

 2%

 2%

 2%

 2%

Income before provision

     for income taxes

 -1%

 -7%

 -5%

 (4)%

 (6)%

 (7)%

 (6)%

Provision for income taxes

 -2%

 -8%

 -6%

 (6)%

 (9)%

 (9)%

 (8)%

Net income

 -1%

 -6%

 -4%

 (4)%

 (5)%

 (6)%

 (5)%

Less: Net income attributable

     to noncontrolling interest

 0%

 0%

 0%

 —%

 —%

 —%

 —%

Net income attributable to

     Northrim BanCorp, Inc.

 -1%

 -6%

 -4%

 (4)%

 (5)%

 (6)%

 (5)%

Earnings per share, basic

 -1%

 -6%

 -4%

 (4)%

 (5)%

 (6)%

 (5)%

Earnings per share, diluted

 -1%

 -6%

 -4%

 (4)%

 (5)%

 (6)%

 (5)%

Securities and Exchange Commission

October 28, 2016

Page 5

Table 2

 December 31,

 March 31,

 June 30,

 September 30,

 December 31,

 March 31,

 June 30,

(Dollars in Thousands)

 2014

 2015

 2015

 2015

 2015

 2016

 2016

     As Reported:

Goodwill

 22,334

 22,334

 22,334

 22,334

 22,334

 22,334

 22,334

     Total assets

 1,449,349

 1,447,984

 1,500,331

 1,539,253

 1,499,492

 1,500,199

 1,518,370

Other liabilities

 40,456

 30,640

 31,770

 34,569

 29,388

 20,602

 29,748

     Total liabilities

 1,284,908

 1,280,600

 1,329,249

 1,363,917

 1,322,278

 1,319,801

 1,334,405

Retained earnings

 95,493

 97,809

 101,343

 105,363

 108,150

 110,209

 113,238

    Total shareholders' equity

 164,441

 167,384

 171,082

 175,336

 177,214

 180,398

 183,965

     Total liabilities and

    shareholders' equity

 1,449,349

 1,447,984

 1,500,331

 1,539,253

 1,499,492

 1,500,199

 1,518,370

     Revised:

Goodwill

 15,017

 15,017

 15,017

 15,017

 15,017

 15,017

 15,017

     Total assets

 1,442,032

 1,440,667

 1,493,014

 1,531,936

 1,492,175

 1,492,882

 1,511,053

Other liabilities

 33,214

 23,606

 24,948

 27,959

 22,990

 14,416

 23,775

     Total liabilities

 1,277,666

 1,273,566

 1,322,427

 1,357,307

 1,315,880

 1,313,615

 1,328,432

Retained earnings

 95,418

 97,526

 100,848

 104,656

 107,231

 109,078

 111,894

    Total shareholders' equity

 164,366

 167,101

 170,587

 174,629

 176,295

 179,267

 182,621

     Total liabilities and

    shareholders' equity

 1,442,032

 1,440,667

 1,493,014

 1,531,936

 1,492,175

 1,492,882

 1,511,053

     % Change:

Goodwill

 (33

 )%

 (33

 )%

 (33

 )%

 (33

 )%

 (33

 )%

 (33

 )%

 (33

 )%

     Total assets

 (1

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

Other liabilities

 (18

 )%

 (23

 )%

 (21

 )%

 (19

 )%

 (22

 )%

 (30

 )%

 (20

 )%

     Total liabilities

 (1

 )%

 (1

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.4

 )%

Retained earnings

 (0.1

 )%

 (0.3

 )%

 (0.5

 )%

 (1

 )%

 (1

 )%

 (1

 )%

 (1

 )%

    Total shareholders' equity

 —

  %

 (0.2

 )%

 (0.3

 )%

 (0.4

 )%

 (0.5

 )%

 (1

 )%

 (1

 )%

     Total liabilities and

    shareholders' equity

 (1

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

Securities and Exchange Commission

October 28, 2016

Page 6

Table 3

 December 31,

 March 31,

 June 30,

 September 30,

 December 31,

 March 31,

 June 30,

 2014

 2015

 2015

 2015

 2015

 2016

 2016

     As Reported:

Efficiency ratio

 58.4

 %

 76.1

  %

 68.6

  %

 66.9

  %

 74.2

  %

 74.5

  %

 74.5

  %

Book value / share

 $23.99

 $24.42

 $24.96

 $25.56

 $25.77

 $26.23

 $26.75

Tier 1 Capital / Risk Adjusted Assets

 13.1

 %

 12.7

  %

 12.7

  %

 13

  %

 13.3

  %

 13.7

  %

 13.9

  %

Total 1 Capital / Risk Adjusted Assets

 14.3

 %

 14

  %

 13.9

  %

 14.3

  %

 14.6

  %

 14.9

  %

 15.1

  %

Tier 1 Capital / Average Assets

 11.2

 %

 10.4

  %

 10.3

  %

 10.2

  %

 10

  %

 11.9

  %

 12.1

  %

     Revised:

Efficiency ratio

 58.9

 %

 77.5

  %

 70

  %

 68.3

  %

 75.7

  %

 76

  %

 75.9

  %

Book value / share

 $23.98

 $24.38

 $24.89

 $25.46

 $25.63

 $26.07

 $26.55

Tier 1 Capital / Risk Adjusted Assets

 13.7

 %

 13.3

  %

 13.2

  %

 13.5

  %

 13.9

  %

 14.2

  %

 14.3

  %

Total 1 Capital / Risk Adjusted Assets

 15.0

 %

 14.5

  %

 14.5

  %

 14.8

  %

 15.1

  %

 15.4

  %

 15.6

  %

Tier 1 Capital / Average Assets

 11.8

 %

 10.9

  %

 10.7

  %

 10.7

  %

 10.5

  %

 12.3

  %

 12.5

  %

     % Change:

Efficiency ratio

 1

 %

 2

  %

 2

  %

 2

  %

 2

  %

 2

  %

 2

  %

Book value / share

 0.0

 %

 (0.2

 )%

 (0.3

 )%

 (0.4

 )%

 (0.5

 )%

 (0.6

 )%

 (0.7

 )%

Tier 1 Capital / Risk Adjusted Assets

 5

 %

 4

  %

 4

  %

 4

  %

 4

  %

 4

  %

 3

  %

Total 1 Capital / Risk Adjusted Assets

 5

 %

 4

  %

 4

  %

 4

  %

 3

  %

 3

  %

 3

  %

Tier 1 Capital / Average Assets

 5

 %

 5

  %

 5

  %

 5

  %

 4

  %

 4

  %

 3

  %

Securities and Exchange Commission

October 28, 2016

Page 7

The following table details the impact of this change in the Company’s consolidated financial statements for the year ended December 31, 2015 and year-to-date through June 30, 2016:

Table 4

 Year Ended

 Six Months Ended

 December 31,

  June 30,

(Dollars in thousands)

 2015

 2016

   As Reported:

Net interest income

 56,909

 28,253

Provision for loan losses

 1,754

 903

Other operating income

 44,609

 20,969

Other operating expense

 72,646

 36,740

Income before provision

     for income taxes

 27,118

 11,579

Provision for income taxes

 8,784

 3,567

Net income

 18,334

 8,012

Less: Net income attributable

     to noncontrolling interest

 551

 286

Net income attributable to

     Northrim BanCorp, Inc.

 17,783

 7,726

Earnings per share, basic

 $2.59

 $1.12

Earnings per share, diluted

 $2.56

 $1.12

Efficiency ratio

 71.3

  %

 74.5

  %

   Revised:

Net interest income

 56,909

 28,253

Provision for loan losses

 1,754

 903

Other operating income

 44,609

 20,969

Other operating expense

 74,078

 37,462

Income before provision

     for income taxes

 25,686

 10,857

Provision for income taxes

 8,195

 3,270

Net income

 17,491

 7,587

Less: Net income attributable

     to noncontrolling interest

 551

 286

Net income attributable to

     Northrim BanCorp, Inc.

 16,940

 7,301

Earnings per share, basic

 $2.47

 $1.06

Earnings per share, diluted

 $2.44

 $1.06

Efficiency ratio

 72.7

  %

 76.0

  %

   % Change:

Net interest income

 0

  %

 0

  %

Provision for loan losses

 0

  %

 0

  %

Other operating income

 0

  %

 0

  %

Other operating expense

 2

  %

 2

  %

Income before provision

     for income taxes

 (5

 )%

 (6

 )%

Provision for income taxes

 (7

 )%

 (8

 )%

Net income

 (5

 )%

 (5

 )%

Less: Net income attributable

     to noncontrolling interest

 0

  %

 0

  %

Net income attributable to

     Northrim BanCorp, Inc.

 (5

 )%

 (6

 )%

Earnings per share, basic

 (5

 )%

 (5

 )%

Earnings per share, diluted

 (5

 )%

 (5

 )%

Efficiency ratio

 2

  %

 2

  %

Securities and Exchange Commission

October 28, 2016

Page 8

The following tables detail the components of the changes in expenses on the Company’s Consolidated Statement of Income for the year ended December 31, 2015 and the six months ended June 30, 2016:

Table 5

Impact to the Statement of Income for the 2015

 As Previously

 As

 %

(Dollars in

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		Document

August 30, 2016

VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attention:

 Stephanie Sullivan

 Michelle Miller

Re:

 Northrim BanCorp, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015 (the “Report”)

 Filed March 11, 2016

 File No. 000-33501

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, reference is made to your most recent letter dated August 17, 2016, containing certain comments made in your original April 29, 2016 letter regarding the above-referenced Report. Pursuant to our telephonic discussion on August 30, 2016, we respectfully request additional time for Northrim to respond to your August 17, 2016 letter.  The Company is diligently working on a response to the SEC’s comment letter and currently expects to have a response to you no later than October 14, 2016.

*****

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 me at (206) 757-8178 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/ Ryan J. York

Ryan J. York

cc:  Latosha Frye, Northrim Bancorp

       Gabe Nachand, Moss Adams

August 17 , 2016

Mail Stop 4720

Via E -mail
Latosha M. Frye
Chief Financial Officer
Northrim Bancorp, Inc.
3111 C Street
Anchorage, Alaska 99503

Re: Northrim Bancorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 11, 2016
File No. 000 -33501

Dear Ms. Frye :

We have reviewed  your May 20, July 1 , and July 11, 2016 responses to our comment
letter and have the following comment .  In our comment , we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not belie ve our
comment  applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 8.  Financial Sta tements and Supplementary Data

Note 2 – Business Combinations, page 70

Residential Mortgage, page 72

1. We note your responses to prior comment 2 to our letter dated April 29, 2016 and object to
your view that the contingent payments related to the acquisition of RML should be
accounted for as contingent consideration instead of compensation.  Please provide us with
your materiality analysis pursuant to ASC 250 -10-S99 as of December 31, 2014 and updated
through your most recent quarter end that reflects the impact of recognizing the contingent
payments as compensation.  To the extent you conclude that this error is not material to your

Latosha M. Frye
Northrim Bancorp, Inc.
August 17, 2016
Page 2

 historical financial statemen ts, please describe  how you plan to correct this error in future
filings  and describe the type s of disclosure s you would plan to make .

You may contact Michelle Miller at 202-551-3368  or me at 202-551-3512 with any
questions.

Sincerely,

 /s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Assistant Chief Accountant

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		Document

July 11, 2016

VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attention:

 Stephanie Sullivan

 Michelle Miller

Re:

 Northrim BanCorp, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015 (the “Report”)

 Filed March 11, 2016

 File No. 000-33501

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, reference is made to your letter dated April 29, 2016, containing certain comments regarding the above-referenced Report. Pursuant to our telephonic discussion on July 7, 2016, we respectfully submit this addendum to our written responses filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 20, 2016 and July 1, 2016 to provide further details regarding Staff Comment No. 2.

Staff Comment No. 2: Item 8. Financial Statement and Supplementary Data, Note 2 - Business Combinations, page 70;  Residential Mortgage, page 72

We note your disclosure regarding your conclusion that the earn-out payments should be reflected as acquisition consideration instead of compensation, and you describe the factors considered on page 73. However, we note per the acquisition agreement filed as Exhibit 2.1 to your Form 10-Q for the quarter ended September 30, 2014 that your obligation to make the earn-out payments shall cease immediately for the then current earn-out year and the remainder of the earn-out period if two or more of the Seller Members have terminated their employment with the Company, been terminated by you for cause, died or suffered any mental or physical disability which prevents them from performing their essential functions. Tell us how you considered the guidance in ASC 805-10-55-25(a) that states that a contingent consideration arrangement in which the payments are automatically

Securities and Exchange Commission

July 11, 2016

2 of 3

forfeited if employment terminates is consideration for post-combination services.

Response:

Compensation:

A summary of the compensation of the three Seller Members that entered into employment agreements with the Company is as follows for the years indicated:

Title Prior to

 Title as of

 2013

 2014

 2015

December 1, 2014

 December 1, 2014

 Salary

 Bonus

 Salary

 Bonus

 Salary

 Bonus1

Co-Managing Member, Residential Mortgage, LLC

 Chief Executive Officer, Residential Mortgage LLC

 $240,000

 $312,562

 $240,000

 $216,181

 $240,000

 $0

Co-Managing Member, Residential Mortgage, LLC

 Chief Operating Officer, Residential Mortgage LLC

 $240,000

 $312,562

 $240,000

 $216,181

 $240,000

 $0

Executive Vice President, Residential Mortgage, LLC

 Executive Vice President, Residential Mortgage, LLC

 $210,000

 $321,562

 $210,000

 $196,406

 $210,000

 $474,738

1 In 2015, neither the Chief Executive Officer nor the Chief Operating Officer of Residential Mortgage, LLC  received a bonus due to the fact that they have transferred significant operational responsibilities to the Executive Vice President of Residential Mortgage, LLC.

Calculation and Structure of Purchase Price:

The Company engaged an investment banking consultant, Jean-Luc Servat of Panoramic Capital Advisors, to assist management with the calculation of the purchase price and with structuring the terms of the transaction, including payment structure.  During the Company’s due diligence phase of the purchase of Residential Mortgage Holding Company, LLC (“RML”), Mr. Servat presented an overall analysis of the proposed transaction to management and to the Company’s Board of Directors.  This analysis included an assessment of the value of RML using both a trading level to peer companies comparison method and an acquisition price comparison method.  The Company determined that the method using acquisition price comparisons to peer companies was the most relevant for the proposed transaction.  Mr. Servat used several methods to estimate the value of RML including evaluations of the price paid in comparable transactions as a multiple of price to book value, as a multiple of projected current period earnings, and as a multiple of the last twelve months (“LTM”) of earnings.  This analysis showed values ranging from a low of 9.4 times LTM earnings to a high of 13.8 times LTM earnings.  The Company calculated an estimated purchase price of 12.6 times the last twelve months earnings as reported in Exhibit 99.1 to the Company’s Form 10-Q dated August 7, 2014, and the final purchase price was equal to 12.4 times the last twelve months earnings, as adjusted for cash acquired in the transaction, or $29.5 million.  The initial consideration transferred at the acquisition date was $22.2 million with the remaining estimated $7.3 million to be paid over five years in accordance with the terms of the earn-out provision of the acquisition agreement, resulting in approximately 75% of the estimated purchase price being paid at the acquisition date and the remaining 25% being paid dependent upon post-closing earnings of RML.

Using an earn-out as part of the structure of the purchase price was part of the original proposal from the Selling Members.  However, the Company negotiated changes to the originally proposed structure of the earn-out provision from a fixed percentage of pre-tax earnings to the tiered earn-out structure contained in the final Acquisition Agreement in order to mitigate the risk of overpaying for the transaction in the event that earnings over the subsequent five years were less than the Company’s estimate.

The amount of the portion of the total purchase price that was transferred at the acquisition date was equal

Securities and Exchange Commission

July 11, 2016

3 of 3

to 125% of the adjusted book value of RML as of November 30, 2014.  The structure of the calculation of the initial consideration was originally proposed by the Selling Members at 125% of the book value of RML as of the acquisition date. The Company negotiated the use of an “adjusted” book value for the calculation of the initial consideration to cap the amount of the initial consideration to be paid based on the Company’s assessment of the overall value of RML.  The initial consideration transferred equates to 8.2 times the last twelve months earnings, as adjusted for cash acquired in the transaction.

*****

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 me at (206) 757-8178 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/ Ryan J. York

Ryan J. York

cc:  Latosha Frye, Northrim Bancorp

       Gabe Nachand, Moss Adams

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		Document

July 1, 2016

VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attention:

 Stephanie Sullivan

 Michelle Miller

Re:

 Northrim BanCorp, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015 (the “Report”)

 Filed March 11, 2016

 File No. 000-33501

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, reference is made to your letter dated April 29, 2016, containing certain comments regarding the above-referenced Report. Pursuant to our telephonic discussion on June 20, 2016, we respectfully submit this addendum to our written response filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 20, 2016 to provide further details regarding Staff Comment No. 2 and to reflect the previously discussed resolution regarding Staff Comment No. 3.

Staff Comment No. 2: Item 8. Financial Statement and Supplementary Data, Note 2 - Business Combinations, page 70;  Residential Mortgage, page 72

We note your disclosure regarding your conclusion that the earn-out payments should be reflected as acquisition consideration instead of compensation, and you describe the factors considered on page 73. However, we note per the acquisition agreement filed as Exhibit 2.1 to your Form 10-Q for the quarter ended September 30, 2014 that your obligation to make the earn-out payments shall cease immediately for the then current earn-out year and the remainder of the earn-out period if two or more of the Seller Members have terminated their employment with the Company, been terminated by you for cause, died or suffered any mental or physical disability which prevents them from performing their essential functions. Tell us how you considered the guidance in ASC 805-10-55-25(a) that states that a contingent consideration arrangement in which the payments are automatically forfeited if employment terminates is consideration for post-combination services.

Securities and Exchange Commission

July 1, 2016

2 of 7

Response:

The Company completed an evaluation of the appropriate accounting treatment for the earn-out payments based on the guidance in ASC 805-10-55-25 incident to the acquisition of Residential Mortgage Holding Company, LLC (“RML”).  The Company respectfully offers the following summary of our evaluation of the appropriate accounting treatment for the earn-out payments based on the guidance in ASC 805-10-55-25 as a supplement to the Company’s written response filed with the Commission on May 20, 2016.

Facts regarding employment agreements:  The Company entered into employment agreements with three of the four Seller Members of RML following the transaction.  These Seller Members were employees of Residential Mortgage, LLC, a wholly-owned subsidiary of RML prior to the transaction.  There is one Seller Member that has not been an employee of RML or any of its subsidiaries at any time.  The Company believes that the fact that one of the four Seller Members is not an employee of the Company is one indication that the earn-out payments are properly classified as acquisition consideration instead of compensation.  This one Seller Member receives a portion of the earn-out payments, and since this Seller Member is not an employee, earn-out payments to this Seller Member are not compensation.

A summary of the compensation of the three Seller Members that entered into employment agreements with the Company is as follows:

Selling Member Compensation

 Prior to the transaction

 Following the transaction

Annual Salary: 3 of 4 Selling Members.

 All < $240,000

 No changes

Annual Bonus: 2 of 4 Selling Members.

 5% of net income before tax

 $0

Annual Bonus: 1 of 4 Selling Members.

 5% of net income before tax

 No change

Deferred Compensation: 1 of 4 Selling Members.

 $40,000 per year

 No change

ASC 805-10-55-25(a) Continuing employment:

The terms of continuing employment by the selling shareholders who become key employees may be an indicator of the substance of a contingent consideration arrangement. The relevant terms of continuing employment may be included in an employment agreement, acquisition agreement, or some other document. A contingent consideration arrangement in which the payments are automatically forfeited if employment terminates is compensation for post-combination services. Arrangements in which the contingent payments are not affected by employment termination may indicate that the contingent payments are additional consideration rather than compensation.

Company evaluation:  The obligation to make earn-out payments would not automatically forfeit for any one Seller Member upon his individual termination from employment.  Forfeiture of earn-out payments for any one Seller Member is contingent upon two events: his own termination from employment and the termination of employment of another Seller Member.  The first Seller Member to terminate does not forfeit earn-out payments, nor do any of the other Seller Members, and therefore we respectfully provide that the earn-out payments are not affected by termination of an individual’s employment.

Additionally, as noted above, one of the Seller Members was not an employee of the Company post-combination, but participates in the earn-out payments. This Seller Members is Old Pacific Alaska Mortgage Company, Inc. (“PAM”), which is an Alaska corporation.  An individual who had an ownership interest in PAM is entitled to earn-out payments indirectly as a result of her ownership interest in PAM per the acquisition agreement, and was not an employee of the Company post-combination. Accordingly, there is no continuing

Securities and Exchange Commission

July 1, 2016

3 of 7

employment relationship between the Company and this individual.

The Company believes that these facts indicate that the earn-out payments are properly classified as consideration.

ASC 805-10-55-25(b) Duration of continuing employment:

If the period of required employment coincides with or is longer than the contingent payment period, that fact may indicate that the contingent payments are, in substance, compensation.

Company evaluation:  The employment agreements between the Company and those Seller Members that are employees of the Company following the transaction have an initial term of five years, which coincides with the contingent payout period.  The employment agreements may be renewed upon mutual agreement of the employee and the Company without regard to the earn-out payments.  Taken on its own, this feature of the continuing employment of three of the four Seller Members may indicate that the earn-out payments are compensation instead of acquisition consideration.  However, the Company does not believe that this feature of the employment arrangements outweighs the other factors addressed in this summary that indicate that the earn-out payments are properly classified as consideration.

ASC 805-10-55-25(c) Level of compensation:

Situations in which employee compensation other than the contingent payments is at a reasonable level in comparison to that of other key employees in the combined entity may indicate that the contingent payments are additional consideration rather than compensation.

Company evaluation:  Compensation paid to those Seller Members that are employees of the Company post-combination (as summarized above) under the terms of the employment agreements is not materially different than compensation paid to these employees prior to the transaction.  Additionally, compensation to the Seller Members post-combination is reasonable when compared to other key employees of the Company, and is consistent with compensation for the positions held by these individuals in our market.

The Company reported compensation for the Company’s named executive officers in our most recent Definitive Proxy Statement on Schedule 14A, which was filed with the Commission on April 15, 2016.  The following table includes some of the information found in the Summary Compensation Table on page 18:

Position

 Year

 Salary

 Total Compensation

Chairman, President, and Chief Executive Officer of the Company

 2015

 $300,675

 $622,058

Executive Vice President, Chief Operating Officer of the Company and President, Chief Executive Officer, and Chief Operating Officer of the Bank

 2015

 $292,709

 $550,197

Executive Vice President, Corporate Development and Affiliate Relations of the Company and the Bank

 2015

 $216,951

 $384,369

Executive Vice President, Chief Information Officer of the Bank

 2015

 $192,675

 $275,727

Executive Vice President, Chief Financial Officer of the Company and the Bank

 2015

 $162,560

 $269,089

Annual salaries for 2015 for the Seller Members who are also employees of the Company range from $210,000 to $240,000, and total compensation including bonuses and deferred compensation for these individuals for 2015 range from $240,000 to $ $724,738.  Total earn-out payments under the acquisition agreement range

Securities and Exchange Commission

July 1, 2016

4 of 7

from 0% to 55% of pretax earnings.  The sum of the total compensation for the Seller Members under the terms of the employment contracts for 2015, plus the earn-out payments for the twelve month period ending November 30, 2015 range from $1.2 million to $2.4 million, or approximately 2 to 4 times the total compensation of the Chairman, President, and Chief Executive Officer of the Company and approximately 4.5 to 9 times the total compensation of the Executive Vice President and Chief Financial Officer of the Company and the Bank.  The Company believes that the comparison of the sum of the total compensation for the Seller Members plus the earn-out payments versus the total compensation of the named executive officers of the Company indicates that the earn-out payments are acquisition consideration and not compensation because the sum of the total compensation for the Seller Members plus the earn-out payments significantly exceeds the total compensation of all of the named executive officers of the Company.

ASC 805-10-55-25(d) Incremental payments to employees:

If selling shareholders who do not become employees receive lower contingent payments on a per-share basis than the selling shareholders who become employees of the combined entity, that fact may indicate that the incremental amount of contingent payments to the selling shareholders who become employees is compensation.

Company evaluation:  All Seller Members receive earn-out payments pro rata based on their respective pre-acquisition ownership in RML.  The allocation of earn-out payments, when they arise, is not calculated based on post-combination employment status with the Company.  The Company believes that this feature of the acquisition agreement indicates that the earn-out payments are properly classified as consideration.

ASC 805-10-55-25(e) Number of shares owned:

The relative number of shares owned by the selling shareholders who remain as key employees may be an indicator of the substance of the contingent consideration arrangement. For example, if the selling shareholders who owned substantially all of the shares in the acquiree continue as key employees, that fact may indicate that the arrangement is, in substance, a profit-sharing arrangement intended to provide compensation for post-combination services. Alternatively, if selling shareholders who continue as key employees owned only a small number of shares of the acquiree and all selling shareholders receive the same amount of contingent consideration on a per-share basis, that fact may indicate that the contingent payments are additional consideration. The pre-acquisition ownership interests held by parties related to selling shareholders who continue as key employees, such as family members, also should be considered.

Company evaluation:  Pre-acquisition, the three Seller Members that remain as key employees post-acquisition owned 33.4%, 33.4%, and 7.2% for a total of 74.0% of RML. The Company believes that this feature of the acquisition agreement does not indicate that the earn-out payments are either additional consideration or compensation because the earn-out payments can range from 0% to 55% of pre-tax net income under the terms of the acquisition agreement.  While the earn-out payments are calculated as a % of pre-tax income, the total earn-out payout varies significantly as a % of pre-tax net income of the acquiree based on the level of pre-tax earnings.  As such, the total earn-out payment can vary significantly compared to the pre-acquisition ownership levels of the Seller Members.

ASC 805-10-55-25(f) Linkage to the valuation:

If the initial consideration transferred at the acquisition date is based on the low end of a range established in the valuation of the acquiree and the contingent formula relates to that valuation approach, that fact may suggest that the contingent payments are additional consideration. Alternatively, if the contingent payment formula is consistent with prior profit-sharing arrangements, that fact may suggest that the substance of the arrangement is to provide compensation.

Securities and Exchange Commission

July 1, 2016

5 of 7

Company evaluation:   Pre-acquisition, the maximum profit sharing allocated to the Seller Members who were employees of RML was of 5% pre-tax net income each, or a total of 15%.  The earn-out payments can reach as high as 55% of pre-tax net income, and are 40% of pre-tax net income once pre-tax net income of the acquiree exceeds $1 million.  The initial consideration transferred at the acquisition date was approximately 82% of what we believed to be the estimated fair value of RML at the acquisition date. The Company was able to successfully negotiate with the Seller Members a portion of the overall estimated value as earn-out payments. The Company did not view (or design) the earn-out payments as employment based incentives. The earn-out payments were to protect the Company from the down-side risk of a shortfall in financial performance of RML. The Company believes that these facts indicate that the earn-out payments are properly classified as consideration.

ASC 805-10-55-25(g) Formula for determining consideration:

The formula used to determine the contingent payment may be helpful in assessing the substance of the arrangement. For example, if a contingent payment is determined on the basis of a multiple of earnings, that might suggest that the obligation is contingent consideration in the business combination and that the formula is intended to establish or verify the fair value of the acquiree. In contrast, a contingent payment that is a specified percentage of earnings might suggest that the obligation to employees is a profit-sharing arrangement to compensate employees for services rendered.

Company evaluation:  The Company analyzed the total purchase price, including the estimated earn-out payments, by comparing the purchase price for other transactions as a multiple of earnings.  The Company believes the use of a multiple of earnings to calculate the range and ultimately determine the overall purchase price, which was inclusive of the earn-out payments, indicates that the earn-out payments are a component of total purchase consideration and are properly classified as consideration.

ASC 805-10-55-25(h.) Other agreements and issues:

The terms of other arrangements with selling shareholders (such as noncompete agreements, executory contracts, consulting contracts, and property lease agreements) and the income tax treatment of contingent payments may indicate that contingent payments are attributable to something other than consideration for th

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		SEC Document

May 20, 2016

VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attention:

 Stephanie Sullivan

 Michelle Miller

Re:

 Northrim BanCorp, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015 (the “Report”)

 Filed March 11, 2016

 File No. 000-33501

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, reference is made to your letter dated April 29, 2016, containing certain comments regarding the above-referenced Report. We have carefully reviewed and considered each comment contained in that letter, and would respectfully submit in response the proposed actions indicated below.  For ease of reference, each of your comments is set forth below with our response set forth immediately below.

Staff Comment No. 1: Item 8. Financial Statement and Supplementary Data, Note 1 - Summary of Significant Accounting Policies, page 63; Acquired Loans, page 65

We note your disclosure on page 65 that you have evaluated the credit quality of purchased non-credit impaired loans and have determined that excluding these loans from the allowance for loan losses calculation is appropriate based on their stable credit quality since acquisition. We also note per your disclosure on page 71 that you acquired $138.4 million of loans from your acquisition of Alaska Pacific on April 1, 2014, which represented approximately 15% of your loan portfolio as of December 31, 2014. We note that the vast majority of these loans (approximately 98%) were not considered to be within the scope of ASC 310-30, and that you recorded a nominal purchase adjustment for credit, interest rate and liquidity risk for these loans at the date of acquisition. Please respond to the following:

•

 Tell us the types of loans acquired in the Alaska Pacific acquisition and separately quantify which of the loan categories on page 81 the loans are classified within.

•

 Describe for us in detail how you assessed these loans for credit impairment in light of the fact that you have excluded them from your allowance for loan loss calculation.

•

 Tell us whether any of the loans acquired are in loan categories or geographic areas where you do not have any prior experience making loans.

•

 Tell us whether the underwriting criteria utilized by Alaska Pacific in originating the loans are similar to the criteria you utilize.

•

 Tell us why you believed it was not appropriate to evaluate these loans for impairment consistent with the rest of your loan portfolio.

Securities and Exchange Commission

May 20, 2016

2 of 6

Response:

The Company respectfully offers the following tables detailing the loans acquired from Alaska Pacific by loan category as of the dates indicated:

(In Thousands)

 Commercial

 Real estate construction one-to-four family

 Real estate construction other

 Real estate term owner occupied

 Real estate term non-owner occupied

 Real estate term other

 Consumer secured by 1st deeds of trust

 Consumer other

 Total

December 31, 2014

AQR Pass

 $27,998

 $—

 $—

 $25,787

 $20,954

 $2,961

 $16,319

 $12,975

 $106,994

AQR Special Mention

 5

 —

 —

 —

 2,095

 39

 —

 11

 2,150

AQR Substandard

 1,412

 —

 —

 198

 910

 —

 157

 (1

 )

 2,676

AQR Doubtful

 —

 —

 —

 —

 —

 —

 —

 —

 —

AQR Loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

Total

 $29,415

 $—

 $—

 $25,985

 $23,959

 $3,000

 $16,476

 $12,985

 $111,820

December 31, 2015

AQR Pass

 $21,285

 $—

 $—

 $22,883

 $18,309

 $3,678

 $12,097

 $9,561

 $87,813

AQR Special Mention

 59

 —

 —

 —

 —

 —

 11

 —

 70

AQR Substandard

 1,951

 —

 —

 164

 358

 —

 151

 20

 2,644

AQR Doubtful

 —

 —

 —

 —

 —

 —

 —

 —

 —

AQR Loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

        Total loans

 $23,295

 $—

 $—

 $23,047

 $18,667

 $3,678

 $12,259

 $9,581

 $90,527

Gross loans acquired from Alaska Pacific on April 1, 2014 were $141.5 million, of which $133.9 million, or 95%, were deemed non-credit-impaired (see the last table on page 71 of the Report) and $7.6 million, or 5%, where identified as purchased credit impaired loans (see the first table on page 72 of the Report).

Management assesses credit impairment for the loans that were acquired from Alaska Pacific as part of the on-going monitoring of the credit quality of the Company’s entire loan portfolio.  Management tracks certain credit quality indicators including trends in past due and nonaccrual loans, gross and net charge offs, and movement in loan balances within the risk classifications.  As of December 31, 2015, $1.0 million of the original $141.5 million of purchase loans, or 0.73%, have migrated from pass grade loans to substandard loans.  These loans have been included in the Report under the Company’s reported impaired loan totals as of December 31, 2015, and these loans have been evaluated for specific impairment as part of the calculation of the allowance for loan losses.  There was no specific impairment on these loans at December 31, 2015 or 2014.  The intent of the Company’s original disclosure was to communicate that these non-credit-impaired acquired loans are evaluated differently from the allowance methodology applied to the majority of our portfolio that has been originated by the Company. These acquired loans have not been excluded from the Company’s allowance calculation; rather, they have been evaluated as a separate population in the Company’s allowance methodology and there have been no significant changes subsequent to the merger to the underlying credit quality that would require a provision and establishment of an allowance specific to these loans at this time. The Company respectfully submits that it will revise its disclosures regarding how it assess credit impairment to clarify how the Company applies its methodology to acquired loans as described above in the Company’s next Form 10-K.  In the disclosure included on page 65 of the Report, the Company states the following: “The Company has evaluated the credit quality of purchased non-credit-impaired loans and has determined that excluding these loans from the allowance for loan losses calculation is appropriate based on their stable credit quality since acquisition.”  The Company respectfully proposes that a disclosure in the

Securities and Exchange Commission

May 20, 2016

3 of 6

Company’s next Form 10-K would read as follows: “For the purpose of estimating the Allowance for Loan and Lease Losses, the Company has evaluated the credit quality of purchased non-credit-impaired loans separately from loans that were originated by the Company; however, purchased non-credit-impaired loans that have been identified as impaired subsequent to the merger are included in the Company’s normal process for reporting impaired loans and calculating a specific valuation allowance.  Purchased non-credit-impaired loans that have not been identified as impaired subsequent to the merger are evaluated for significant changes subsequent to the merger to determine if the underlying credit quality of these loans would require a provision and establishment of an allowance specific to these loans."

Approximately $5.7 million of the loans acquired from Alaska Pacific were either purchased participations or loans originated by Alaska Pacific outside of the Company’s geographic area of Alaska. While the Company has some prior experience making loans outside of Alaska, either directly or through participations, the Company determined that these loans carried heightened risk due to their location outside of Alaska.  All of these loans were either included in the Company’s assessment of purchased credit impaired loans or were individually evaluated by management due to the Company’s assessment of heightened risk for these types of loans.  The remainder of the loan portfolio that was acquired from Alaska Pacific consists of loans made in loan categories and geographic areas in which the Company has prior experience making loans.  The acquired loan portfolio included a higher concentration of loans in the tourism and fisheries industries as compared to the Company’s existing portfolio; however, the Company also has prior experience making these loans.

The underwriting criteria utilized by Alaska Pacific were similar to the criteria the Company utilizes.  The Company employs a risk rating system with 10 different categories, and Alaska Pacific’s risk rating system had 9 categories.  The Company’s review of these risk ratings and how they were applied as of April 1, 2014 was generally consistent with the Company’s process for risk rating loans.

Staff Comment No. 2: Item 8. Financial Statement and Supplementary Data, Note 2 - Business Combinations, page 70;  Residential Mortgage, page 72

We note your disclosure regarding your conclusion that the earn-out payments should be reflected as acquisition consideration instead of compensation, and you describe the factors considered on page 73. However, we note per the acquisition agreement filed as Exhibit 2.1 to your Form 10-Q for the quarter ended September 30, 2014 that your obligation to make the earn-out payments shall cease immediately for the then current earn-out year and the remainder of the earn-out period if two or more of the Seller Members have terminated their employment with the Company, been terminated by you for cause, died or suffered any mental or physical disability which prevents them from performing their essential functions. Tell us how you considered the guidance in ASC 805-10-55-25(a) that states that a contingent consideration arrangement in which the payments are automatically forfeited if employment terminates is consideration for post-combination services.

Response:

The Company respectfully offers that it evaluated the guidance contained in ASC 805-10-55-25 in determining that it is most appropriate to treat the obligation to make earn-out payments as acquisition consideration.  Specifically with respect to ASC 805-10-55-25(a) relating to the continuing employment indicator, the Company considered the following facts and circumstances based on the terms of the acquisition agreement filed as Exhibit 2.1 to the Company's Form 10-Q for the quarter ended September 30, 2014:

Securities and Exchange Commission

May 20, 2016

4 of 6

1.

 The obligation to make earn-out payments would not automatically forfeit for any one Seller Member upon his individual termination from employment.  Forfeiture of earn-out payments for any one Seller Member is contingent upon two events: his own termination from employment and the termination of employment of another Seller Member.  The first Seller Member to terminate does not forfeit earn-out payments, nor do any of the other Seller Members, and therefore the contingent payments are not affected by termination of an individual's employment.

2.

 A Seller Member was not an employee of the Company post-combination and participates in the earn-out payments. One of the Seller Members is Old Pacific Alaska Mortgage Company, Inc. (“PAM”), which is an Alaska corporation.  An individual who had an ownership interest in PAM is entitled to earn-out payments indirectly as a result of her ownership interest in PAM per the acquisition agreement, and was not an employee of the Company post-combination.  Accordingly, there is no continuing employment relationship between the Company and this individual.

The Company carefully evaluated the above aspects of continuing employment as it applies to ASC 805-10-55-25(a) and concluded that the forfeiture of the contingent consideration was not tied to the continuing employment of each Seller Member. Therefore, the potential forfeiture of the contingent payments upon employment termination was not by itself considered a conclusive indicator of post-combination compensation. As a result, the Company considered the other indicators in ASC 805-10-55-25 and believes that based on the aspects of the earn-out arrangement summarized on page 73 of the Report, it appropriately concluded that the contingent amounts should not be classified as consideration. Accordingly, the Company respectfully believes that it considered all the facts and circumstances present in order to determine the character of the obligation to make earn-out payments.

Staff Comment No. 3: Item 8. Financial Statement and Supplementary Data, Note 6 - Loans and Credit Quality, page 86

We note your disclosure on page 5 that you estimate that approximately 5% of portfolio loans have direct exposure to the oil and gas industry in Alaska. We also note your disclosures on the Alaskan economy beginning on page 6, and your Risk Factors beginning on page 12, that discuss the uncertain environment you are operating in, which is driven in large part by the dramatic decrease in the price of oil and the fact that you estimate that one third of the Alaskan economy is related to oil. In light of the potential effect of the declining oil prices on your loan portfolio and overall operations, please respond to the following:

•

 Tell us, and separately quantify, which of the loan categories on page 81 contain your direct oil and gas exposures.

•

 Tell us in more detail how you are defining “direct exposure” for purposes of your estimate that 5% of your portfolio loans have direct exposure to the oil and gas industry.

•

 To the extent known, separately quantify the portion of your allowance for loan losses that relates to your direct exposure to the oil and gas industry.

•

 Quantify the amount of any unfunded lending commitments to companies having exposure to the oil and gas industry.

•

 Tell us whether you have performed any analysis to try to quantify the impact of loans “indirectly” affected by the oil and gas industry. For example, tell us whether you have analyzed certain loan portfolios to be of higher risk to the exposure to the price of oil and gas, even though you have not considered them as direct exposure to the oil and gas industry. Examples of potential higher risk “indirectly” affected loan portfolios could be loans to service companies (hotels,

Securities and Exchange Commission

May 20, 2016

5 of 6

restaurants, retail) in towns where employment is principally oil-related.

Response:

The Company respectfully offers the following table which quantifies, by loan category, the Company’s direct oil and gas exposures as of December 31, 2015:

(In Thousands)

 Commercial

 Real estate construction one-to-four family

 Real estate construction other

 Real estate term owner occupied

 Real estate term non-owner occupied

 Real estate term other

 Consumer secured by 1st deeds of trust

 Consumer other

 Total

December 31, 2015

AQR Pass

 $31,746

 $—

 $—

 $6,990

 $8,544

 $—

 $—

 $—

 $47,280

AQR Special Mention

 —

 —

 —

 —

 —

 —

 —

 —

 —

AQR Substandard

 —

 —

 —

 —

 —

 —

 —

 —

 —

AQR Doubtful

 —

 —

 —

 —

 —

 —

 —

 —

 —

AQR Loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

Total

 $31,746

 $—

 $—

 $6,990

 $8,544

 $—

 $—

 $—

 $47,280

The Company defines “direct exposure” to the oil and gas industry as companies that it has identified as significantly reliant upon activity related to the oil and gas industry, such as oilfield services, lodging, equipment rental, transportation, and other logistics services specific to the industry.

The Company has no loans to oil producers or exploration companies.

The portion of the Company’s allowance for loan losses that related to the loans with direct exposure to the oil and gas industry, as defined by the Company and discussed further below, was estimated at $978,000 as of December 31, 2015.

The Company’s unfunded loan commitmen

CORRESP
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		SEC Document

May 13, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attention:    Stephanie Sullivan

Michelle Miller

Re:     Northrim BanCorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 11, 2016

File No. 000-33501

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, reference is made to your letter dated April 29, 2016, containing certain comments regarding the above-referenced Report.  As discussed with Ms. Sullivan via telephone on May 13, 2016, the Company intends to submit its response to your April 29, 2016 letter no later than May 20, 2016.

Very truly yours,

Davis Wright Tremaine LLP

/s/ Ryan J. York

Ryan J. York

cc:  Latosha Frye, Northrim Bancorp

       Gabe Nachand, Moss Adams

April 29, 2016

Mail Stop 4720

Via E -mail
Latosha M. Frye
Chief Financial Officer
Northrim Bancorp, Inc.
3111 C Street
Anchorage, Alaska 99503

Re: Northrim Bancorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 11, 2016
File No. 000 -33501

Dear Ms. Frye :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 8.  Financial Statements and Supplementary Data

Note 1 – Summary of Significant Accounting Policies, page 63

Acquired Loans, page 65

1. We note your disclosure on page 65 that you have evaluated the credit quality of
purchased non -credit impaired loans and have determined that excluding these loans from
the allowance for loan losses calculation is appropriate based on their stable credit quality
since acquisition.  We also note per your disclosure on page 71 that you acquired $138.4
million of loans from  your acquisition of Alaska Pacific on April 1, 2014, which
represented approximately 15% of your loan portfolio as of December 31, 2014.   We
note that the vast majority of these loans (approximately 98%) were not considered to be

Latosha M. Frye
Northrim Bancorp, Inc.
April 29, 2016
Page 2

 within the scope of ASC 310-30, and that you recorded a nominal purchase adjustment
for credit, interest rate and liquidity risk for these loans at the date of acquisition.  Please
respond to the following:

 Tell us the types of loans acquired in the Alaska Pacific acquisition and separately
quantify which of the loan categories on page 81 the loans are classified within.
 Describe for us in detail how you assessed these loans for credit impairment in light
of the fact that you have excluded them from your allowance for loan loss  calculation.
 Tell us whether any of the loans acquired are in loan categories or geographic areas
where you do not have any prior experience making loans.
 Tell us whether the underwriting criteria utilized by Alaska Pacific in originating the
loans are similar to the criteria you utilize.
 Tell us why you believed it was not appropriate to evaluate these loans for
impairment consistent with the rest of your  loan portfolio.

Note 2 – Business Combinations, page 70

Residential Mortgage, page 72

2. We note your disclosure regarding your conclusion that the earn -out payments should be
reflected as acquisition consideration in stead of compensation, and you describ e the
factors considered on page 73.  However, we note per the acquisition agreement filed as
Exhibit 2.1 to your Form 10 -Q for the quarter ended September 30, 2014 that your
obligation to make the earn -out payments shall cease immediately for the then cur rent
earn-out year and the remainder of the earn -out perio d if two or more of the Seller
Members have terminated their employment with the Company, been terminated by you
for cause, died or suffered any mental or physical disability which prevents them fro m
performing their essential functions.  Tell us how you considered the guidance in ASC
805-10-55-25(a) that states that a contingent consideration arrangement in which the
payments are automatically forfeited if employment terminates is consideration for post-
combination services.

Note 6 – Loans and Credit Quality, page 86

3. We note your disclosure on page 5 that you estimate that approximately 5% of portfolio
loans have direct exposure to the oil and gas industry in Alaska.  We also note your
disclosures on the Alaskan economy beginning on page 6, and your Risk Factors
beginning on page 12, that discuss the uncertain environment you are operating in, which
is driven in large part by the dramatic decrease in the price of oil and the fact that you
estimate t hat one third of the Alaskan economy is related to oil.  In light of the potential
effect of the declining oil prices on your loan portfolio and overall operations, please
respond to the following:

Latosha M. Frye
Northrim Bancorp, Inc.
April 29, 2016
Page 3

  Tell us, and separately quantify, which of the loan categ ories on page 81 contain your
direct oil and gas exposures.
 Tell us in more detail how you are defining “direct exposure” for purposes of your
estimate that 5% of your portfolio loans have direct exposure to the oil and gas
industry.
 To the extent known, s eparately quantify the portion of your allowance for loan losses
that relates to your direct exposure to the oil and gas industry.
 Quantify the amount of any unfunded lending commitments to companies having
exposure to the oil and gas industry.
 Tell us whe ther you have performed any analysis to try to quantify the impact of
loans “indirectly” affected by the oil and gas industry.  For example, tell us whether
you have analyzed certain loan portfolios to be of higher risk to the exposure to the
price of oil and gas, even though you have not considered them as direct exposure to
the oil and gas industry.  Examples of potential higher risk “indirectly” affected loan
portfolios could be loans to service companies (hotels, restaurants, retail) in towns
where empl oyment is principally oil -related.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchang e Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging 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 Commissi on 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.

You may contact Michelle Miller at 202-551-3368  or me at 202-551-3512 with any
questions.

Sincerely,

 /s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services

November 24, 2010
 Joseph Schierhorn Chief Financial Officer Northrim Bancorp, Inc. 3111 C Street Anchorage, Alaska  99503
Re: Northrim Bancorp, Inc.
Form 10-K for the fiscal year ended December 31, 2009
  File No. 0-33501

Dear Mr. Schierhorn:
 We have completed our review and have  no further comments at this time.

If you have any questions about this  matter, please call me at 202-551-3421.

Sincerely,

David S. Lyon
Senior Financial Analyst

September 1, 2010

Joseph Schierhorn Chief Financial Officer Northrim Bancorp, Inc. 3111 C Street Anchorage, Alaska  99503
Re: Northrim Bancorp, Inc.
Form 10-K for the fiscal year ended December 31, 2009
  File No. 0-33501

Dear Mr. Schierhorn:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
             Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Analysis of Allowance for Loan Losses, page 28

1. We note from your allocation of the allowa nce for loan losses on page 30 that your
unallocated allowance is approximately 55%, 41%, and 22% of your total allowance for
loan losses at December 31, 2009, 2008, and 2007, respectively. Further we note that you
have been in business since 1990, and accordingly would have a substantial operating

Joseph Schierhorn Northrim Bancorp, Inc.
September 1, 2010 Page 2

history from which to draw in evaluating your  historical loss rates.  Please tell us and
revise future filings to more clearly descri be how you arrived at the allowance for loan
losses amounts allocated to the various loan  categories versus the unallocated amount,
including:

a. Specifically and separately disclose where your specific reserves for identified
impaired loans are reflected in the allocation table.
b. Similarly, specifically and separately disclose where your formula-based reserve amounts are reflected in the allocation table.
c. If the formula-based amounts are reflected in the unallocated line item, revise to add
a paragraph below the table to disclose that fact and to separately quantify the amount
of such formula-based reserves as calculated for each loan category.
d. Bridge the gap between the unallocated reserve of 55% to the allocated allowance for real estate term of 4% though real estate term loans made up 46% of the loan
portfolio and had $2.5 million of charge-offs during 2009.

 Form 10-Q for the Quarter Ended June 30, 2010

 Item 1. Financial Statements

 Notes to the Consolidated Financial Statements

 Note 7. Variable Interest Entities, page 13

2. We note your disclosure on page 13 that you determined Elliott Cove was a variable
interest entity (VIE) based on the $0.75 m illion outstanding line of credit you provided
them as of June 30, 2010.  In addition, we not e your disclosure on page 60 of the Form
10-K that you also provide RML Holding Co mpany, another affiliate, with a $15 million
committed line of credit with an outstanding balance of $11.2 million at December 31, 2009.  Please explain to us how you determined  that Elliott Cove was a VIE and RML
was not though additional financial support was provided by you to both entities.  We
note your reference to ASC 810-10-50-12 and 50 -13, respectively.  Please refer to any
additional guidance you used in your determ ination and provide sufficient details
supporting your current accounting.

3. In addition, we note from your disclosures that you determined you did not have a controlling interest in Elliott Cove.  Please tell us and include in future filings, the
specific facts and circumstances you consider ed in your determination that you did not
have the power to direct the significant activ ities nor an obligation to absorb losses or
right to receive benefits that could potentially be significant to Elliott Cove.  Please include your consideration of th e outstanding loan with Elliot t Cove in your response and
provide the specific guidance you re lied upon in your determination.

Joseph Schierhorn Northrim Bancorp, Inc.
September 1, 2010 Page 3

 Note 10. Fair Value of Assets and Liabilities, page 14

4. We note from your disclosure on page 17 that the impairment in other real estate owned
was due to changes in the estimated costs to complete for construction projects foreclosed upon.  Please tell us and include in future fi lings your valuation technique(s) for your
other real estate owned sim ilar to your discussion on page 26 for impaired loans.
 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Credit Quality and Nonperforming Assets, page 20

5. We note your disclosure that construction and development projects in other real estate
owned were substantially complete and being marketed.  In addition, we note from your statement of cash flows that loans for the sa le of other real estate owned were made
totaling $0, $2.6 million, and $1.9 million during the fiscal year 2008, 2009, and first half of 2010.  Please tell us and revise future filin gs to disclose if your underwriting policies
and procedures for these loans are different from your standard polic ies and procedures.
If so, please provide a discussion of the unde rwriting policies and procedures for loans
initiated for the sale of other real estate owned.
 Financial Condition

 Analysis of Allowance for Loan Losses, page 26

6. We note your disclosure that for your collatera l-dependent impaired loans the fair value
is based on in-house evaluations or external appraisals. Please tell  us and revise your
future filings to disclose how you determine which of the valuation methods to use in
your measurement of impairment for collatera l-dependent loans.  In addition, please
disclose where in the fair value hierarc hy you classify these valuation techniques.

7. We note from your disclosure on page 27 that  the unallocated portion of your allowance
was 45% of total allowance for loan losses and has consistently increased since 2007.  In addition, we note the increase in the una llocated reserve is based primarily on
management’s consideration of other qualitative factors, which in clude current economic
environment, charge-off ratios , and historical experience w ith unidentified risk in the
loan portfolio.  While recogni zing that there may be gene ral effects of the current
economic environment that impact all categor ies of loans, it is unclear why you would
not reflect the allowance related to the impact  of historical experi ence and charge-offs of
loans to those respective loan categories rath er than the unallocated allowance. Please
more clearly explain how you determined not to allocate such identifiable amounts to
their respective categories.

Joseph Schierhorn Northrim Bancorp, Inc.
September 1, 2010 Page 4

 Schedule 14A

Compensation Discussion and Analysis

8. We note your disclosure on page 10 where you address mitigating  risk; however, it is
unclear whether the compensation committ ee has concluded that the compensation
policies are not “reasonably likel y to have a material adverse effect on the registrant,” as
contemplated by Item 402(s) of Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not necessary  and describe the process you undertook to
reach that conclusion.

Grants of Plan-Based Awards, page 28

9. We note that you have not included the speci fic threshold, target, and maximum awards
for each executive officer in this table.  This information is required, whether or not payments were made to executive officers.   Please provide th e staff with proposed
revised disclosure and revise future filings accordingly.  Refer to Instruction 2 to Item
402(d) of Regulation S-K.

              We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Joseph Schierhorn Northrim Bancorp, Inc. September 1, 2010 Page 5

You may contact Lindsay Bryan at 202-551-3417 or John P. Nolan, Senior Assistant
Chief Accountant at 202-551-3423 if you have ques tions regarding comments on the financial
statements and related matters.  Please contact David Lyon at 202-551-3421 or me at
202-551-3464 with any other questions.
Sincerely,

Kathryn McHale Senior Attorney Advisor

cc: Joseph Shierhorn       FAX number 907-562-1758

CORRESP
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corresp

September 30, 2010

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4561

    Attention:

     David Lyon

Kathryn McHale

    Re:

     Northrim Bancorp, Inc.

Form 10-K for the fiscal year ended December 31, 2009

Form 10-Q for the fiscal quarter ended March 31, 2010

Form 10-Q for the fiscal quarter ended June 30, 2010

File No. 0-33501

Dear Mr. Lyon:

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and
pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, reference is made to your letter dated September 1, 2010, containing
certain comments regarding the above-referenced Form 10-K for the Fiscal Year Ended December 31,
2009 and Forms 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010. We have
carefully reviewed and considered each comment contained in that letter, and would respectfully
submit in response the proposed actions indicated below. For ease of reference, each of your
comments is set forth below with our response set forth immediately below.

Staff Comment No. 1: Form 10-K for the Fiscal Year Ended December 31, 2009

Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

Analysis of Allowance for Loan Losses, page 28

    1.

    We note from your allocation of the allowance for loan losses on page 30 that your
unallocated allowance is approximately 55%, 41%, and 22% of your total allowance for loan
losses at December 31, 2009, 2008, and 2007, respectively. Further we note that you have
been in business since 1990, and accordingly would have a substantial operating history
from which to draw in evaluating your historical loss rates. Please tell us and revise
future filings to more clearly describe how you arrived at the allowance for loan losses
amounts allocated to the various loan categories versus the unallocated amount, including:

Securities and Exchange Commission

Division of Corporation Finance

September 30, 2010

Page 2 of 12

    a.

    Specifically and separately disclose where your specific reserves for
identified impaired loans are reflected in the allocation table.

    b.

    Similarly, specifically and separately disclose where your
formula-based reserve amounts are reflected in the allocation table.

    c.

    If the formula-based amounts are reflected in the unallocated line
item, revise to add a paragraph below the table to disclose that fact and to
separately quantify the amount of such formula-based reserves as calculated for
each loan category.

    d.

    Bridge the gap between the unallocated reserve of 55% to the allocated
allowance for real estate term of 4% though real estate term loans made up 46% of
the loan portfolio and had $2.5 million of charge-offs during 2009.

RESPONSE: The Company maintains an Allowance for Loan Losses (the “Allowance”) to
reflect inherent losses from its loan portfolio as of the balance sheet date. In determining its
total Allowance, the Company first estimates a specific allowance for impaired loans. This
analysis is based upon a specific analysis for each impaired loan, including appraisals on loans
secured by real property, management’s assessment of the current market, recent payment history
and an evaluation of other sources of repayment. Then the Company estimates a general allowance
for all other separately identifiable classes of loans that were not impaired in accordance with
our internal risk classification system for loans that have higher risk within the portfolio
based on management’s judgment.

(a) Specific Reserves

For the year ended December 31, 2009, the Company determined the allocated portion of the
Allowance by first calculating a specific allowance for impaired loans in accordance with the
accounting guidance in ASC Topic 310-10-35. The specific allowance for impaired loans is
included within each portfolio segment by type in the allowance allocation table. We will revise
future filings to include a footnote to our allowance allocation table to specifically note
where the reserves for impaired loans are included in the tabular presentation.

(b) General Reserves

The Company identified the following classes of loans not considered impaired at December 31,
2009 and as of June 30, 2010 for purposes of establishing the allocated portion of the general
reserve of the Allowance. In management’s judgment, these identifiable classes of loans carried
higher levels of risk based upon our operating history and were subject to our formula based
methodology:

    •

    Special mention loans: Loans in this category have deteriorated sufficiently that
they would have difficulty in refinancing; similarly, purchasers of the business would
not be eligible for bank financing unless they represent a significantly stronger
credit risk. There is deterioration of financial condition or collateral value, still
reasonably secured by collateral or net worth. Although the bank is presently protected
from loss,

Securities and Exchange Commission

Division of Corporation Finance

September 30, 2010

Page 3 of 12

    potential weaknesses are apparent which, if not corrected, could cause future problems.

    •

    Substandard loans: Loans in this category are those that are no longer adequately
protected due to declining net worth, lack of earning capacity, or insufficient
collateral. The possibility for loss of some portion of the loan principal cannot be
ruled out. Loans exhibit well-defined weaknesses that bring normal repayment into
jeopardy.

    •

    Doubtful loans: Loans in this category exhibit the same weaknesses as those
classified “Substandard” but the traits are more pronounced. Collection in full is
improbable, however the extent of the loss may be indeterminable due to pending factors
which may yet occur that could salvage the loan, such as possible pledge of additional
collateral, sale of assets, merger, acquisition or refinancing.

    •

    Loans made to retail and general wholesale businesses.

    •

    Loans collateralized by accounts receivable, inventory, furniture fixtures and
equipment.

    •

    Loans for raw land, land development, and speculative construction loans with
expected sellout of greater than one year.

Special mention loans, substandard loans and doubtful loans are classes of loans that are
included in the Company’s internal risk classifications. These classifications are based in
large part upon regulatory definitions for classified loans. The other loan classes listed above
are separately identifiable classes of loans which management believes are subject to higher
levels of risk based on our operating history.

The loss factors that the Company applied to each class of loans within the various risk
classifications were based primarily on industry standards, input from our regulators, and
management’s own judgment. Management’s judgment was based on average historical losses incurred
by the Company for various portfolio classes. The formula based reserve for these loans was
included in the allocation table by loan type. We will revise future filings to include a
general allowance allocation for each loan type that is based on average historical losses as
adjusted for qualitative factors.

(c) Unallocated Reserves

For the year ended December 31, 2009 and as of June 30, 2010, the Company designated the
remaining balance of the Allowance as unallocated. Accordingly, the unallocated line item does
not include any formula based amounts. Rather, the unallocated portion of the Allowance was
analyzed based on a review of three year average loan loss rates for loans which did not have a
specific or general allocation as described above, combined with other qualitative factors. The
Company validated the unallocated portion of the Allowance by back testing it in relation to the
average historical loss rates for all loan classes that were not included in the calculation of
the allocated portion of the Allowance as described above as adjusted by qualitative factors
including the size and mix of the loan portfolio, historical and recent credit performance of
the loan portfolio (including the absolute level and trends in

Securities and Exchange Commission

Division of Corporation Finance

September 30, 2010

Page 4 of 12

delinquencies and impaired loans), national and local economic trends, business conditions,
underwriting policies and standards, and ratio analysis. The unallocated portion of the
Allowance was analyzed in relation to a range of these adjusted average historical loss rates.

In the second quarter of 2010, the Company began working on an expanded analysis of average
historical losses segregated by both major loan segments and classes, which includes our
internal risk rating system. Starting with the Company’s Form 10-Q for the quarter ending
September 30, 2010 and going forward, the Company’s Allowance will be calculated using these
average historical net loss rates calculated by loan segment and class over a three year period,
adjusted for similar qualitative factors discussed above. The Company also utilized a three year
period to analyze losses on the unallocated portion of the Allowance in the legacy methodology.
The unallocated portion of the Allowance will continue to be reviewed under the revised
methodology based on management’s assessment of the overall Allowance in light of average
historical loss factors as adjusted by qualitative factors.

The Company performed a retrospective review of the Allowance at December 31, 2009, March 31,
2010 and June 30, 2010 using the revised methodology described above. The following table
summarizes what the Allowance would have looked like at these period ending dates if the Company
had used the revised methodology to calculate the Allowance:

    December 31, 2009

    March 31, 2010

    June 30, 2010

    Impaired

    Formula-based

    Impaired

    Formula-based

    Impaired

    Formula-based

    Allownace applicable to:

    Total

    Loans

    Amounts

    Other

    Total

    Loans

    Amounts

    Other

    Total

    Loans

    Amounts

    Other

    Commercial

    $
    4,964

    $
    850

    $
    4,114

    —

    $
    5,530

    $
    1,190

    $
    4,340

    —

    $
    6,164

    $
    167

    $
    5,997

    —

    Construction

    2,156

    869

    1,287

    —

    1,708

    633

    1,075

    —

    1,619

    531

    1,088

    —

    Real estate term

    2,680

    143

    2,537

    —

    3,375

    118

    3,257

    —

    4,641

    121

    4,520

    —

    Home equity lines and
other consumer

    501

    1

    500

    —

    520

    1

    519

    —

    625

    1

    624

    —

    Unallocated

    2,807

    —

    —

    2,807

    2,913

    —

    —

    2,913

    1,378

    —

    —

    1,378

    Total

    $
    13,108

    $
    1,863

    $
    8,438

    $
    2,807

    $
    14,046

    $
    1,942

    $
    9,191

    $
    2,913

    $
    14,427

    $
    820

    $
    12,229

    $
    1,378

The following table shows the reported allocation of the Allowance based on the legacy
methodology. This table also addresses the questions in items 1a and 1b:

    December 31, 2009

    March 31, 2010

    June 30, 2010

    Impaired

    Formula-based

    Impaired

    Formula-based

    Impaired

    Formula-based

    Allowance applicable to:

    Total

    Loans

    Amounts

    Other

    Total

    Loans

    Amounts

    Other

    Total

    Loans

    Amounts

    Other

    Commercial

    $
    3,962

    $
    850

    $
    3,112

    —

    $
    4,838

    $
    1,190

    $
    3,648

    —

    $
    4,834

    $
    167

    $
    4,667

    —

    Construction

    1,365

    869

    496

    —

    1,197

    633

    564

    —

    1,281

    531

    750

    —

    Real estate term

    565

    143

    422

    —

    714

    118

    596

    —

    1,692

    121

    1,571

    —

    Home equity lines and
other consumer

    50

    1

    49

    —

    72

    1

    71

    —

    75

    1

    74

    —

    Unallocated

    7,166

    —

    —

    7,166

    7,225

    —

    —

    7,225

    6,545

    —

    —

    6,545

    Total

    $
    13,108

    $
    1,863

    $
    4,079

    $
    7,166

    $
    14,046

    $
    1,942

    $
    4,879

    $
    7,225

    $
    14,427

    $
    820

    $
    7,062

    $
    6,545

The Company reviewed the Allowance for the year ending December 31, 2009 and the quarters
ending March 31, 2010 and June 30, 2010 both in total and by loan category using both the legacy
methodology applied through June 30, 2010 and the revised methodology

Securities and Exchange Commission

Division of Corporation Finance

September 30, 2010

Page 5 of 12

that will be applied starting with the quarter ending September 30, 2010. The most significant
change in the Allowance using the revised methodology for each of these periods is a larger
allocation to the real estate sector of the Company’s loan portfolio. Additionally, the formula
based allocations for the commercial, construction and home equity lines and other consumer
mortgages also increase under the revised methodology. The reason for these changes arises from
the fact that the Company did not calculate a specific allocation by loan segment for loans risk
rated as watch or better under the legacy methodology. Rather, these loans were grouped into the
unallocated segment of the Allowance calculation. The calculation of the unallocated portion of
the Allowance under the legacy methodology was based on three year average historical loss rates
as adjusted for qualitative factors. The revised methodology results in a different allocation
of the segments of the Allowance but does not indicate that the overall Allowance is inadequate
or misstated. This is due to the fact that both methodologies utilize three year average
historical loss rates, as adjusted for qualitative factors, to analyze the overall allowance.
The revised methodology simply refines the calculation to allocate the Allowance to the
individual loan categories.

(d) Unallocated Reserve to Allocated Allowance for Real Estate Term

As noted above, prior to September 30, 2010, the Company calculated its Allowance by taking
specific allocations for impaired and quality graded loans as well as other specific
classes of loans. The remaining unallocated balance of the Allowance was reviewed in light of
average historical loss rates for the unallocated loans as adjusted for qualitative factors. At
December 31, 2009, the Company allocated $565,000 of its $13,108,000 Allowance to its commercial
real estate portfolio based upon its allocations for impaired and formula-based amounts as
indicated in the above table. The $2.5 million in commercial real estate charge-offs incurred in
2009 were a component of the Company’s calculation of its average historical loss history for
unallocated loans and used to analyze the unallocated portion of the Company’s allowance.

Please be advised that the Company will revise future filings to describe the revised
methodology and to more clearly describe how we arrived at the allowance for loan losses amounts
allocated to the various loan segments and classes versus the unallocated amount.

Staff Comment No. 2: Form 10-O for the Quarter Ended June 30, 2010

Item 1. Financial Statements

Notes to the Consolidated Financial Statements

Note 7, Variable Interest Entities, page 13

    2.

    We note your disclosure on page 13 that you determined Elliott Cove was a variable
interest entity (VIE) based on the $0.75 million outstanding line of credit you provided
them as of June 30, 2010. In addition, we note your disclosure on page 60 of the F

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September 7, 2010

VIA EDGAR AND FACSIMILE (202) 772-9283

Mr. David Lyon

Securities and Exchange Commission

Attn: Filing Desk, Mail Stop 4720

100 F Street, N.E.

Washington, D.C. 20649

    Re:

    Voicemail message regarding Northrim BanCorp, Inc.

Mr. Lyon:

This letter is being sent to confirm our telephone conversation on September 3, 2010, regarding the
SEC’s comment letter sent to our client Northrim BanCorp, Inc. (“Northrim”), dated September 1,
2010, referencing Northrim’s Form 10-K for the Fiscal Year Ended December 31, 2009, Form 10-Q for
the Fiscal Quarter ended March 31, 2010 and Form 10-Q for the Fiscal Quarter ended June 30, 2010,
(File No. 000-33501).

On behalf of Northrim, I requested that the SEC give Northrim additional time to respond to the
September 1, 2010 comment letter as Northrim needs additional time to gather all of the necessary
information. During our telephone conversation, you indicated that Northrim could respond to the
comment letter by September 30, 2010. Northrim is diligently working on a response to the SEC’s
comment letter.

Thank you and if you have any questions, please feel free to contact me.

    Sincerely,

Davis Wright Tremaine LLP

    /s/ Laura Baumann

    Laura Baumann

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

      DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
        March 18, 2009
By U.S. Mail and Facsimile to: (206) 757-7178

Joseph M. Schierhorn  Executive Vice President, Chief Financial Officer Northrim BanCorp, Inc. 3111 C Street Anchorage, AK 99503

Re: Northrim BanCorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2007
 Filed March 14, 2008
 File No. 000-33501

Dear Mr. Schierhorn:

We have completed our review of your Form 10-K and have no further comments at this
time.

Sincerely,

Jessica Livingston Staff Attorney
cc: Sandra Gallagher-Alford  Davis Wright Tremaine LLP
(By facsimile)

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January 12, 2009

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attention:

    Jessica Livingston

Justin Dobbie

    Re:

    Northrim BanCorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2007

Filed March 14, 2008

File No. 000-33501

Dear Ms. Livingston:

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and
pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, reference is made to your letter dated January 6, 2009, containing
certain comments regarding the above-referenced Form 10-K for the Fiscal Year Ended December 31,
2007, filed on March 14, 2008. We have carefully reviewed and considered each comment contained in
that letter, and would respectfully submit in response the proposed actions indicated below. For
ease of reference, each of your comments is set forth below with our response set forth immediately
below.

Staff Comment No. 1: Item 11. Executive Compensation, Compensation Discussion and Analysis,
page 7 of Definitive Proxy Statement Schedule 14A

We note your response to comment 1 in our letter dated December 5, 2008. We are unable to agree
with your determination that the performance targets in question are confidential due to the
potential for competitive harm to the company. Please confirm that the company will disclose any
similar performance targets in future filings.

Response:

Securities and Exchange Commission

January 12, 2009

Page 2

Please be advised that while the Company respectfully disagrees with the Commission’s determination
that the performance targets in question are not confidential due to the potential for competitive
harm to the Company, the Company will revise its disclosure in future filings to specifically
disclose the Company’s performance based annual bonuses based on specific performance targets with
respect to the ratio of expenses to assets, net income as compared to budget, earning per share
growth and asset quality and any similar performance targets.

Staff Comment No. 2: Item 13. Certain Relationships and Related Transactions, Interest of
Management in Certain Transactions, page 30 of Definitive Proxy Statement on Schedule 14A

We note your response to comment 2 in our letter dated December 5, 2008. As previously noted in
comment 10 in our letter dated July 17, 2008, please avoid qualifying the representation by
including terms like “in the opinion of management.”

Response:

Please be advised that the Company will revise its disclosure in future filings to avoid qualifying
the representation by including terms like “in the opinion of management.”

Staff Comment No. 3: Item 15. Exhibits, Financial Statement Schedules

We note your response to comment 3 in our letter dated December 5, 2008. Please file the Executive
Incentive Plan as an exhibit as soon as possible.

Response:

Please be
advised that the Company will file the Executive Incentive Plan as an
exhibit to the Company's 10-K for the year ended December 31, 2008.

*****

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 me at (425) 646-6141 or my colleague Ryan York at (206) 757-8178 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.

- 2 -

Securities and Exchange Commission

January 12, 2009

Page 3

Very truly yours,

    Davis Wright Tremaine LLP

    Northrim Bancorp

    /s/ Sandra Gallagher-Alford

    /s/ Joseph M. Schierhorn

    Sandra Gallagher-Alford

    Joseph M. Schierhorn

    Chief Financial Officer

- 3 -

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
        January 6, 2009
By U.S. Mail and Facsimile to: (206) 757-7178

Joseph M. Schierhorn  Executive Vice President, Chief Financial Officer Northrim BanCorp, Inc. 3111 C Street Anchorage, AK 99503

Re: Northrim BanCorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2007  Filed March 14, 2008   File No. 000-33501

Dear Mr. Schierhorn:

We have reviewed your response filed with the Commission on December 31,
2008 and have the following additional comm ents. Where indicated, we think you should
revise your document in response to these comme nts in future filings. If you disagree, we
will consider your explanation as to why a comment is inapplicable or a revision is
unnecessary. Please be as detaile d as necessary in your explanation. In our comments, we
may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewi ng this information, we may or may not raise additional
comments.
 We welcome any questions you may have  about our comments or any other
aspect of our review. Feel free to call us at the telephone numbers  listed at the end of this
letter.

Form 10-K for the Fiscal Year Ended December 31, 2007

Item 11.  Executive Compensation

Compensation Discussion and Analysis, pa ge 7 of Definitive Proxy Statement on
Schedule 14A

1. We note your response to comment 1 in our letter dated December 5, 2008.  We
are unable to agree with your determinat ion that the performance targets in

Joseph M. Schierhorn
Northrim BanCorp, Inc. January 6, 2009 Page 2

question are confidential due to the po tential for competitive harm to the
company.  Please confirm that the compa ny will disclose any similar performance
targets in future filings.

Item 13.  Certain Relationsh ips and Related Transactions

Interest of Management in Certain Transa ctions, page 30 of Definitive Proxy Statement
on Schedule 14A

2. We note your response to comment 2 in our letter dated December 5, 2008.  As
previously noted in comment 10 in our letter dated July 17, 2008, please avoid
qualifying the representations by incl uding terms like “in the opinion of
management.”

Item 15.  Exhibits, Financial Statement Schedules

3. We note your response to comment 3 in  our letter dated December 5, 2008.
Please file the Executive Incentive Plan as an exhibit as soon as possible.
 Closing Comments

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  understand that we may have additional
comments after reviewing your response to our comments.
  Please contact Justin Dobbie at (202)  551-3469 or me at (202) 551-3448 with any
questions.
Sincerely,

Jessica Livingston Staff Attorney
cc: Sandra Gallagher-Alford  Davis Wright Tremaine LLP
Suite 2300 777 108th Avenue NE Bellevue, Washington 98004-5149

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December 31, 2008

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attention:

    Jessica Livingston

    Justin Dobbie

    Re:

    Northrim BanCorp, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2007

    Filed March 14, 2008

    File No. 000-33501

Dear Ms. Livingston:

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and
pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, reference is made to your letter dated December 5, 2008, containing
certain comments regarding the above-referenced Form 10-K for the Fiscal Year Ended December 31,
2007, filed on March 14, 2008. We have carefully reviewed and considered each comment contained in
that letter, and would respectfully submit in response the proposed actions indicated below. For
ease of reference, each of your comments is set forth below with our response set forth immediately
below.

Staff Comment No. 1: Item 11. Executive Compensation, Compensation Discussion and Analysis,
page 7 of Definitive Proxy Statement Schedule 14A

We note your response to our prior comment 7. It is unclear that the disclosure of the performance
targets in question would result in competitive harm to the company. We therefore reissue that
comment in full. Prior Staff Comment No. 7: In future filings, with respect to performance based
annual bonuses, please disclose and discuss the specific performance targets relating to return on
equity, the ratio of expenses to assets, net income as compared to budget, earning per share growth
and asset quality and how the company’s annual bonus awards are structured around such performance
targets. Refer to Item 402(b)(2)(v)-(vi) of Regulation S-K. If you did not disclose the performance
targets because you determined that they were confidential

Securities and Exchange Commission

December 31, 2008

Page 2

due to the potential for competitive harm to Northrim BanCorp, as contemplated by Instruction 4 to
Item 402(b) of Regulation S-K, provide us with your confidentiality analysis supplementally and
include detailed disclosure analyzing the level of difficulty necessary to reach each of the
targets contemplated by the Instruction. For more information on the confidentiality of targets,
please refer to the report of the Commission Staff regarding executive compensation disclosure,
released October 9, 2007.

Response:

Summary:

The Company believes that the Company’s performance based annual bonuses based on specific
performance targets with respect to the ratio of expenses to assets, net income as compared to
budget, earning per share growth and asset quality (collectively, the “Information”)
constitute confidential commercial or financial information that, if disclosed, would cause
substantial competitive harm to the Company. In particular, the disclosure of the Information
could be used by the Company’s competitors to derive the Company’s future strategic plans and to a
loss of members of the management team to the Company’s competitors. In future filings, the Company
will include, for excluded targets, more descriptive disclosures of the level of difficulty, or
ease, associated with achieving performance goals, as required by Instruction 4 to

Item 402(b).

Background:

The Company has historically not included a specific performance target with respect to the
Information in its proxy statement or other filings (including those filings disclosing the setting
of performance measures), due to the risk of substantial competitive harm if such specific targets
are disclosed. In particular, the disclosure of the specific performance targets with respect to
the Information could be used by the Company’s competitors to derive the Company’s future strategic
plans, enabling a competitor to alter its strategic plan to more efficiently compete against the
Company, which would cause the Company’s financial performance and results of operations to be
negatively impacted. In addition, the disclosure of the specific performance targets with respect
to the Information would provide the Company’s competitors with information that could be used to
entice members of the Company’s management team to terminate their employment with the Company and
become employed by the Company’s competitors. The loss of any key member of management would
likely have a negative impact on the Company’s financial performance and results of operations.

Historically, the Compensation Committee set the performance targets in connection with the
Company’s strategic plan, with the goal of maximizing shareholder returns. The Compensation
Committee believes that since the performance targets correspond to the Company’s budgeted goals,
the named executive officers (the “NEOs”) are incentivized to cause the Company to achieve
its budgeted goals.

 - 2 -

Securities and Exchange Commission

December 31, 2008

Page 3

To provide a background for understanding the substantial competitive harm that could be caused to
the Company by disclosure of the specific performance targets with respect to the Information, it
is necessary to understand the Company’s strategic planning cycle and the method by which the
Company’s Compensation Committee determines the specific performance targets for participants in
the Company’s Executive Incentive Plan on an annual basis. Historically, the Company’s strategic
goals have been determined on a three year planning basis. The annual budget is then determined by
reference to the larger three year strategic plan set by the Company. In the Autumn of each
calendar year, the Company plans the budget for the following calendar year, which is finalized in
February of each calendar year. In April of each year, the Compensation Committee meets and
determines the specific performance targets for that calendar year, bearing in mind the three year
strategic plan and the annual budget for the specific calendar year. In January following the end
of the calendar year, the Company’s financial performance is reviewed by the Compensation Committee
and a determination is made as to whether the NEOs have satisfied the specific performance targets.
Compensation for satisfaction of the specific performance targets is paid in January following
that determination. However, because the compensation is earned in the prior year, the amounts
earned are disclosed in the Company’s proxy statement under Item 402 for the prior calendar year in
which the compensation was earned by the respective NEOs. The disclosure of the specific
performance targets with respect to the Information would enable a competitor to deduce the
Company’s three year strategic plan and could potentially be used to solicit current NEOs to
terminate their employment with the Company as further explained in the Company’s response.

The specific performance targets with respect to the Information are developed strictly for
internal planning purposes and are not disclosed publicly by the Company in any form. For the
reasons set forth in this response, the Company considers the specific performance targets with
respect to the Information and the factors that go into the calculation of such Information, to be
its confidential, proprietary information. The Company believes that public disclosure of the
Information, whether disclosed in its proxy statement or otherwise, would substantially harm the
Company’s competitive position, which would ultimately impact shareholder value in a negative
manner.

Legal Framework:

The Commission has set forth the procedures and standards under which it will consider a request
for confidential treatment in Rule 24b-2 and 17 C.F.R. § 200.80. Pursuant thereto, a request for
confidential treatment must specify the particular exemption from the Freedom of Information Act
(“FOIA”) providing the grounds upon which it relies (Rule 24b-2; 17 C.F.R. § 200.80; 5
U.S.C. § 552). Among other items, the FOIA exempts from its public disclosure requirements “trade
secrets or commercial or financial information obtained from a person and privileged or
confidential” which otherwise public agencies must make available to the public (5 U.S.C. §
552(b)(4) (“FOIA Exemption 4”). The Company believes that the Information fits within the
three prong test under FOIA Exemption 4 because it is (a) trade secrets or commercial or financial
information, (b) obtained from a person and (c) privileged or confidential. See,

 - 3 -

Securities and Exchange Commission

December 31, 2008

Page 4

Public Citizen
Health Research Group v. Food & Drug Administration, 704 F.2d 1280, 1290 (D.C. Cir. 1983)
(“Public Citizen Health Research Group”).

     (a) Commercial or Financial Information. As stated in Public Citizen Health
Research Group, the D.C. Circuit Court has “consistently held that the terms
‘commercial’ and ‘financial’ in FOIA Exemption 4 should be given their ordinary
meanings.” Id. at 1290. Information is “commercial” if it relates to commerce or
has been compiled in pursuit of profit. See, American Airlines, Inc. v. National
Mediation Board, 588 F.2d 863 (2d Cir. 1978); Public Citizen Health Research
Group. Examples of commercial or financial information include, among other things,
pricing arrangements, development fees, license terms and fees, royalties, warranty
provisions, engineering support agreements and other commercial details.

     (b) Obtained from a Person. The definition of the term “person” includes, among
other things, an individual, a corporation, a partnership, an unincorporated association and a
trust. See, Comstock International (U.S.A.), Inc. v. Export-Import Bank of the United
States, 464 F. Supp. 804, 806 (D.D.C. 1979) (citing 5 U.S.C. § 551(2)).

     (c) Privileged or Confidential. The last prong of the test for confidentiality
under FOIA Exemption 4 requires that the Information be privileged or confidential. When, as here,
information is required to be disclosed to the Government, information is “confidential” for
purposes of FOIA Exemption 4 if such disclosure would be likely either (1) to impair the
Government’s ability to obtain necessary information in the future or (2) to cause substantial harm
to the competitive position of the person from whom the information was obtained. McDonnell
Douglas Corp., 180 F.3d at 305; National Parks and Conservation Association v. Morton,
498 F.2d 765, 770 (D.C. Cir. 1974). To satisfy the second prong of this test, evidence revealing
actual competition and the likelihood of substantial competitive injury is sufficient to
demonstrate the need for confidentiality. CAN Fin. Corp. v. Donovan, 830 F.2d 1132, 1152

D.C. Cir. 1987); Public Citizen Health Research Group, 704 F.2d at 1291; Allnet
Communication Services, Inc. v. Federal Communications Commission, 800 F. Supp 984, 988 (D.D.C.
1992).

Analysis:

The Company believes that the Information would fall within the standards for granting confidential
treatment under Rule 24b-2 and 17 C.F.R. § 200.80.

     (a) The Information clearly constitutes “commercial or financial information” of the
Company, since it was developed in connection with establishing compensation levels for its NEOs
and in furtherance of the Company’s multi-year strategic planning and derived from internal
analyses and projections of the Company’s performance and strategic goals.

 - 4 -

Securities and Exchange Commission

December 31, 2008

Page 5

     (b) The Information was developed by the Company, which is a “person” for purposes of
the FOIA exemption.

     (c) Release of the Information would be likely to cause substantial harm to the
Company’s competitive position. The goals embodied in the Information are based on the Company’s
internal analyses and projections of its performance and reflects the Company’s business strategy
for past years and signals its strategy in connection with the Company’s multi-year strategic
plans. The principal factors that drive the Information include the Company’s multi-year strategic
plans as driven by the annual budget, expectations of loan production activity during the coming
year, the types of loans that will be generated, the pricing of its loans, the volume of loan sales
and gain on sale of loans, amounts of loan losses, growth in deposits and deposit pricing. Also
embodied in the Information is the Company’s expectations of the overall lending and deposit-taking
environments, the levels and movements of interest rates, competitive conditions in the Company’s
markets and other economic factors.

Third parties could use past years’ Information (and the financial information that could be
derived from the specific targets as described above), to the Company’s substantial competitive
disadvantage and commercial harm as follows:

If the Company disclosed its net income to budget target, then its competitors would have specific
information on its budget, since the performance criteria is a percentage of actual to budgeted net
income. By comparing the Company’s actual performance with disclosures about its budget, the
Company’s competitors could deduce the Company’s budget. Also, the Company’s competitors could use
the earnings per share performance criteria along with the net income to budget target to deduce
the current period budget for the Company and compare that on a quarterly basis in the current
year. This information could be used to predict or react to pricing initiatives of the Company for
its deposit and loan products as well as its other services.

If the Company disclosed the criteria for its nonperforming loans to loans, then its competitors
would know the Company’s goals in this area versus its current performance levels. The Company’s
competitors could use this information to more effectively compete against the Company by adjusting
their loan strategies in relation to the Company’s actual performance as compared to these targets.

If the Company disclosed the operating expenses to average assets criteria, then its competitors
could gain information on the goals and plans that the Company has for the current and future
levels of its expenses the largest of which are salary and benefits expenses for its employees.
The Company’s competitors could use this information to more effectively compete against the
Company for its employees or in marketing campaigns or in many other areas covered by the general
expenses in this performance category.

If the Company disclosed all of the above specific target criteria, competitors would be able to
deduce the Company’s future strategic plans, based on the Company’s multi-year strategic

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Securities and Exchange Commission

December 31, 2008

Page 6

planning
process. For example, if the Company’s three year strategic plan is to follow a static approach
whereby the Company will not engage in any acquisitions or seek to expand its market share, the
specific performance targets under the Company’s Executive Incentive Plan would be aligned to
achieve these goals. In this static three year strategic plan, the Compensation Committee would
likely set the ratio of expenses to assets at a moderate target level as the Company would be
attempting to incentivize its NEOs to keep expenses in line because asset growth is not a primary
component of this particular three year strategic plan. In contrast, the net income as compared to
budget would likely be set higher under a static three year plan than the same performance target
under an expansionary three year strategic plan as the Company would be unlikely to incur the
additional expense associated with expanding its markets or market share of certain products by
raising deposit pricing or lowering its loan pricing. The specific target for earning per share
growth would likely be set relatively high as the absence of m

CORRESP
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December 19, 2008

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attention:

    Jessica Livingston

Justin Dobbie

    Re:

    Northrim BanCorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2007

Filed March 14, 2008

File No. 000-33501

Dear Ms. Livingston:

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and
pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, reference is made to your letter dated December 5, 2008, containing
certain comments regarding the above-referenced Form 10-K for the Fiscal Year Ended December 31,
2007, filed on March 14, 2008. We are in the process of carefully reviewing and considering each
comment contained in that letter and respectfully request an extension of the response time. We
expect to provide a response to the above referenced letter no later than December 31, 2008.

*****

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

Securities and Exchange Commission

December 19, 2008

Page 2

    •

    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 me at (425) 646-6141 or my colleague Ryan York at (206) 757-8178 if you have
any questions or concerns, or if you would like to discuss the substance of this letter.

Very truly yours,

    Davis Wright Tremaine LLP

    Northrim Bancorp

    /S/ SANDRA GALLAGHER-ALFORD

/S/
JOSEPH M. SCHIERHORN

    Sandra Gallagher-Alford

    Joseph M. Schierhorn

    Chief Financial Officer

- 2 -

Mail Stop 4561         December 5, 2008
By U.S. Mail and Facsimile to: (425) 646-6199

Joseph M. Schierhorn  Executive Vice President, Chief Financial Officer Northrim BanCorp, Inc. 3111 C Street Anchorage, AK 99503

Re: Northrim BanCorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2007  Filed March 14, 2008   File No. 000-05965

Dear Mr. Schierhorn:

We have reviewed your response filed with the Commission on September 11,
2008 and have the following additional comm ents. Where indicated, we think you should
revise your document in response to these comme nts in future filings. If you disagree, we
will consider your explanation as to why a comment is inapplicable or a revision is
unnecessary. Please be as detaile d as necessary in your explanation. In our comments, we
may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewi ng this information, we may or may not raise additional
comments.
 We welcome any questions you may have  about our comments or any other
aspect of our review. Feel free to call us at the telephone numbers  listed at the end of this
letter.  Form 10-K for the Fiscal Year Ended December 31, 2007

 Item 11.  Executive Compensation

 Compensation Discussion and Analysis, pa ge 7 of Definitive Proxy Statement on
Schedule 14A
 1. We note your response to our prior comment 7.  It is unclear that the disclosure of
the performance targets in question woul d result in competitive harm to the
company.  We therefore reis sue that comment in full.

Joseph M. Schierhorn
Northrim BanCorp, Inc.
December 5, 2008 Page 2

Item 13.  Certain Relationsh ips and Related Transactions

 Interest of Management in Certain Transa ctions, page 30 of Definitive Proxy Statement
on Schedule 14A
 2. We note your response to our prior comment  10 and we reissue that comment in
part.  In future filings, please clarify that the loans were on the same terms, including interest rates and collateral, as those available to other persons not
related to the lender .  Refer to Instruction 4(c) to  Item 404(a) of Regulation S-K.
 Item 15.  Exhibits, Financial Statement Schedules

 3. We note that the company’s Executive Incentive Plan does not appear in the
company’s exhibit list.  Please explain how  the company concluded that the plan
does not constitute a material contract pursuant to Item 601(b)(10)(iii)(A) of
Regulation S-K.
 Response Letter

 4. We note the acknowledgments made in th e second to last paragraph of the
company’s response letter as submitted  by counsel to the company.  Please
include with the next res ponse letter a statement signed by a representative of the
company that includes the acknowledgments.
 Closing Comments

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  understand that we may have additional
comments after reviewing your response to our comments.
  Please contact Justin Dobbie at (202)  551-3469 or me at (202) 551-3448 with any
questions.
Sincerely,

Jessica Livingston Staff Attorney

Joseph M. Schierhorn
Northrim BanCorp, Inc. December 5, 2008 Page 3

cc: Sandra Gallagher-Alford
 Davis Wright Tremaine LLP
Suite 2300 777 108th Avenue NE Bellevue, Washington 98004-5149

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September 11, 2008

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attention:

    Jessica Livingston
Justin Dobbins

    Re:

    Northrim BanCorp, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2007

    Filed March 14, 2008

    File No. 000-33501

Dear Ms. Livingston:

On behalf of our client, Northrim BanCorp, Inc., an Alaska corporation (the “Company”), and
pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, reference is made to your letter dated July 17, 2008, containing
certain comments regarding the above-referenced Form 10-K for the Fiscal Year Ended December 31,
2007, filed on March 14, 2008. We have carefully reviewed and considered each comment contained in
that letter, and would respectfully submit in response the proposed actions indicated below. For
ease of reference, each of your comments is set forth below with our response set forth immediately
below.

Staff’s Comment No. 1 : Form 10-K for the Fiscal Year Ended December 31, 2007

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 7, Critical Accounting Estimates

In future filings, please include a separate description of each critical accounting estimate or
assumption, involving a high level of subjectivity and judgment, which underlie each of the
company’s critical accounting measurements, such as for determining the adequacy of the allowance
for loan losses and the valuation of the investment portfolio. The disclosure should address the
following:

Securities and Exchange Commission

September 11, 2008

Page 2

    •

    Describe the methodology underlying each critical accounting estimate.

    •

    Identify where and how each critical accounting estimate affects the company’s
reported financial results, financial condition and changes in financial condition, and
when material, identify the affected line items.

    •

    Discuss, if applicable, why you could have chosen in the current period alternate
estimates that would have had a materially different impact on your financial
presentation.

    •

    Discuss, if applicable, why the accounting estimate may change in future periods and
describe the impact on your financial statements.

Refer to the examples provided in Item III.D of the Commission’s Proposed Release Nos. 33-8098 and
34-45907.

Response:

Please be advised that the Company will address these items in future filings and that it has
addressed these items in Note 5 to the Consolidated Financial Statements (page 10) and in the
section titled “Critical Accounting Policies (pages 16 and 17) in the Management Discussion and
Analysis in the Company’s Form 10-Q for the quarter ended June 30, 2008 filed with the Commission
on August 11, 2008.

Staff Comment No. 2: Form 10-K for the Fiscal Year Ended December 31, 2007, Analysis of the
Allowance for Loan Losses, page 14

We note that in 2007 the allowance for loan losses was $11.7 million, a $360,000 decrease as
compared to 2006 resulting from increased nonperforming loans, a provision of $5.5 million and net
charge-offs of $6.1 million. According to the. “Loans and Lending Activities” section on page 20 of
the company’s March 31, 2008 Form 10-Q, we note that as of March 31, 2008 nonperforming loans
increased to $15 million as compared to $11 million as of December 31, 2007 and the ratio of the
allowance to nonperforming loans decreased to 84% as compared to 104% as of December 31, 2007.
Considering the apparently increased credit risk characteristics of your loan portfolio, please
tell us and in future filings discuss:

    •

    The reasons for the increased levels of nonperforming construction and land
development projects and if this is indicative ‘of an economic trend that is expected
to affect the company’s future operations, cash flow and liquidity.

    •

    The consideration given, in evaluating the appropriateness of the allowance for
loans losses, to the extent to which the nonperforming loans are fully or partially
collateralized and the nature of the underlying collateral.

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Securities and Exchange Commission

September 11, 2008

Page 3

    •

    The frequency for which the company obtained updated appraisals for your relatively
higher risk commercial and construction loans, which are 59% of your loan portfolio and
the majority of your nonperforming loans and charge-offs.

    •

    Any material changes in the credit characteristics of the loan portfolio as a result
of the acquisition of Alaska First in October 2007 stated in Note 2 on page 40.

Response:

The increase in nonperforming loans between December 31, 2007 and March 31, 2008 in general has
been caused by an increase in nonperforming residential construction and land development loans
which have increased due to several factors. First, there has been a slowdown in the residential
real estate sales cycle in the Company’s major markets that has been caused, in part, by more
restrictive mortgage lending standards that has decreased the number of eligible purchasers for
residential properties. Second, the slowdown in the sales cycle has led to slower absorption of
residential lots. Third, a number of the Company’s residential construction and land development
borrowers have been unable to profitably operate in this slower real estate market. As noted above,
as a result of the slower residential real estate market, the Company expects that its level of
lending in this sector will decrease which will lead to a lower level of earnings from this portion
of its loan portfolio, which in turn could decrease the Company’s overall cash flow and liquidity
levels.

In determining its total Allowance, the Company first estimates a specific allowance for impaired
loans. For loans that are collateral-dependent (which is substantially all of the Company’s
impaired loans), this analysis is based upon a specific analysis for each impaired loan, including
appraisals on loans secured by real property, management’s assessment of the current market, recent
payment history and an evaluation of other sources of repayment. The non-performing construction
and land development loans referenced in the Staff’s comments are assessed as part of this element
of our Allowance process.

With regard to our appraisal process, the Company obtains appraisals on real and personal property
that secure its loans during the loan origination process in accordance with regulatory guidance
and its loan policy. The Company obtains updated appraisals on loans secured by real or personal
property based upon its assessment of changes in the current market or particular projects or
properties, information from other current appraisals, and other sources of information. The
Company uses the information provided in these updated appraisals along with its evaluation of all
other information available on a particular property as it assesses the collateral coverage on its
performing and nonperforming loans and the impact that may have on the adequacy of its Allowance.

In October 2007, the Company acquired $13.2 million in loans as a part of its acquisition of Alaska
First Bank & Trust, N.A. (“Alaska First”). The Company has determined that acquisition of
these loans did not cause any material changes in the risk characteristics of the Company’s loan
portfolio.

- 3 -

Securities and Exchange Commission

September 11, 2008

Page 4

Please be advised that the Company will address these items in future filings.

Staff Comment No. 3: Form 10-K for the Fiscal Year Ended December 31, 2007, Analysis of the
Allowance for Loan Losses, page 14

We refer to the last paragraph on page 14 that states the increase in nonperforming loans and
potential problem loans has been factored into the company’s methodology for analyzing its
allowance for loan losses. In future filings, please expand your discussion regarding your
methodology for determining the appropriateness of the allowance for loan losses to include the
following:

    •

    A SFAS 5 assessment with respect to estimated unidentified losses on pools of loans
with similar graded credit characteristics.

    •

    If loans are grouped by pool or by grading within type to estimate unidentified
probable losses, the basis for these groupings and the methods for determining the loss
factors to be applied to these grouping should be described.

    •

    A SFAS 114 credit risk analysis with respect to losses on specific evaluations of
known loss in individual loans.

    •

    The basis for estimating the impact of environmental factors, such as local and
economic conditions, trends in delinquencies and losses, and credit concentrations such
as in high risk construction loans, whether through modifying loss factors or through a
separate allowance element should be discussed.

    •

    The extent to which the company obtains current appraisals on collateral of
relatively higher risk commercial and construction loans.

Response:

Please be advised that the Company will address these items in future filings and has addressed
these items in Note 5 to the Consolidated Financial Statements (page 10) and in the sections titled
“Nonaccrual, Accruing Loans 90 Days or More Past Due and Restructured Loans” (page 28) and
“Analysis of Allowance for Loan Losses and Loan Loss Provision” (page 29) in the Management
Discussion and Analysis in the Company’s Form 10-Q for the quarter ended June 30, 2008 filed with
the Commission on August 11, 2008.

Comment No. 4: Form 10-K for the Fiscal Year Ended December 31, 2007, Recent Accounting
Pronouncements, page 26

We note the company states it believes the adoption of the issuance of SFAS 141R, SFAS 157, and
SFAS 160 will not have a significant impact on its financial statements. Please tell us and in

- 4 -

Securities and Exchange Commission

September 11, 2008

Page 5

future filings expand the disclosure required by SAB 103, Topic 11, M to disclose the following:

    •

    A brief description of the new standard, the date that adoption is required and the
date that the company plans to adopt it, if earlier adoption is permitted.

    •

    A discussion of the methods of adoption allowed by the standard and the method
expected to be used by the company, if it has already been determined.

    •

    In addition to the discussion of the impact that the adoption of the standard is
expected to have on the company’s financial statements, disclose the potential impact
that might result from adoption of the standard, such as technical violations of debt
covenants.

Response:

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 141(revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R modifies
the accounting for business combinations and requires, with limited exceptions, the acquirer in a
business combination to recognize 100 percent of the assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition-date fair value. In addition, SFAS 141R
requires the expensing of acquisition-related transaction and restructuring costs, and certain
contingent assets and liabilities acquired, as well as contingent consideration, to be recognized
at fair value. SFAS 141R also modifies the accounting for certain acquired income tax assets and
liabilities. SFAS 141R is effective for new acquisitions consummated on or after January 1, 2009
and early adoption is not permitted. The Company does not expect that adoption of SFAS 141R will
impact the Company’s financial condition and results of operations or otherwise materially impact
the Company.

In September 2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). This statement defines
fair value, establishes a framework for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value measurements. This Statement applies whenever
assets or liabilities are required or permitted to be measured at fair value under currently
existing standards. No additional fair value measurements are required under this Statement. The
Company adopted SFAS 157 on January 1, 2008 and there was no material effect on its results of
operations or otherwise.

In December 2007, the Financial Accounting Standards Board issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements (“SFAS 160”). SFAS 160 requires all entities
to report noncontrolling (i.e., minority) interests in subsidiaries as equity in the Consolidated
Financial Statements and to account for transactions between an entity and noncontrolling owners as
equity transactions if the parent retains its controlling financial interest in the subsidiary.
SFAS 160 also requires expanded disclosure that distinguishes between the interests of the
controlling owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160

- 5 -

Securities and Exchange Commission

September 11, 2008

Page 6

is effective for the Company’s financial statements for the year beginning on January 1, 2009 and
earlier adoption is not permitted. The Company does not expect that adoption of SFAS 160 to have a
material impact on the Company’s financial condition and results of operations or otherwise
materially impact the Company.

Please be advised that the Company will include such expanded disclosure regarding these items in
future filings and that it has addressed these items in Note 2 to the Consolidated Financial
Statements (pages 8 and 9) in the Company’s Form 10-Q for the quarter ended June 30, 2008 filed
with the Commission on August 11, 2008.

Comment No. 5: Financial Statements for the Period Ended December 31, 2007, Note 1.
Organization and Summary of Significant Accounting Policies, page 37

We note the company has subsidiaries that provide investment advisory services, insurance brokerage
services, mortgage lending and wealth management services. Please tell us and disclose in future
filings your consideration of providing the segment reporting information required by SFAS 131 and
related MD&A disclosure.

Response:

Please be advised that based upon a review of the quantitative and qualitative requirements of SFAS
131, the Company believes that it operates as one segment and that separate segment reporting and
related MD&A disclosure is not required for these services. Our conclusion is based on the
following analysis:

Paragraph 10 of SFAS 131 provides the definition of an operating segment as a component of an
enterprise:

    (a)

    That engages in business activities from which it may earn revenues and
incur expenses (including revenues and expenses relating to transactions with other
components of the same enterprise),

    (b)

    Whose operating results are regularly reviewed by the enterprise’s
chief operating decision maker (“CODM”) to make decisions about resources
to be allocated to the segment and assess its performance, and

    (c)

    For which discrete financial information is available.

To apply Statement 131, an essential first step is to identify the CODM. SFAS 131 indicates that
the CODM is the function (not necessarily one person) that is responsible for allocating resources
to, and assessing the performance of, the segments of an enterprise (SFAS 131, ¶12). In the case
of the Company, the CODM is the CEO.

Next, in accordance with paragraphs (b) and (c) above, an evaluation of reporting to the CODM

- 6 -

Securities and Exchange Commission

September 11, 2008

Page 7

must be performed. This includes reports to the CODM regarding a component’s operating results on
a quarterly or more frequent basis, financial results provided to the Board

Mail Stop 4561      July 17, 2008
By U.S. Mail and Facsimile to: (907) 562-1758

Joseph M. Schierhorn  Executive Vice President, Chief Financial Officer Northrim BanCorp, Inc. 3111 C Street Anchorage, AK 99503

Re: Northrim BanCorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2007
Filed March 14, 2008
 File No. 000-33501

Dear Mr. Schierhorn:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2007

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 7
 Critical Accounting Estimates

 1. In future filings, please include a separate description of each critical accounting estimate or assumption, involving a high level of subjectivity and judgment,
which underlie each of the company’s crit ical accounting measurements, such as

Joseph M. Schierhorn
Northrim BanCorp, Inc.
July 17, 2008 Page 6

for determining the adequacy of the allowa nce for loan losses and the valuation of
the investment portfolio. The disclo sure should address the following:

• Describe the methodology underlying each critical accounting estimate.

• Identify where and how each critical accounting estimate affects the
company’s reported financial results, financial condition and changes in
financial condition, and when material, identify the affected line items.

• Discuss, if applicable, why you could have chosen in the current period
alternate estimates that would have had a materially different impact on your financial presentation.

• Discuss, if applicable, why the accounting estimate may change in future
periods and describe the impact on your financial statements.

Refer to the examples provided in It em III.D of the Commission’s Proposed
Release Nos. 33-8098 and 34-45907.

Analysis of the Allowance for Loan Losses, page 14

 2. We note that in 2007 the allowance for loan losses was $11.7 million, a $360,000
decrease as compared to 2006 resulti ng from increased nonperforming loans, a
provision of $5.5 million and net charge-offs  of $6.1 million.  According to the
“Loans and Lending Activities” section on page 20 of the company’s March 31, 2008 Form 10-Q, we note that as of March 31, 2008 nonperforming loans increased to $15 million as compared to  $11 million as of December 31, 2007 and
the ratio of the allowance to nonperformi ng loans decreased to 84% as compared
to 104% as of December 31, 2007.  Consider ing the apparently increased credit
risk characteristics of your loan portfolio, please tell us and in future filings discuss:

• The reasons for the increased levels  of nonperforming construction and land
development projects and if this is indicative of an  economic trend that is
expected to affect the company’s future operations, cash flow and liquidity.

• The consideration given, in evaluating the appropriateness of the allowance
for loans losses, to the extent to wh ich the nonperforming loans are fully or
partially collateralized and the na ture of the underlying collateral.

• The frequency for which the company obtains updated appraisals for your
relatively higher risk comme rcial and construction lo ans, which are 59% of
your loan portfolio and the majority of your nonperforming loans and charge-

Joseph M. Schierhorn
Northrim BanCorp, Inc.
July 17, 2008 Page 6

offs.

• Any material changes in the credit charac teristics of the loan portfolio as a
result of the acquisition of Alaska First in October 2007 stated in Note 2 on
page 40.
 3. We refer to the last paragraph on pa ge 14 that states the increase in
nonperforming loans and potential problem loans has been factored into the
company’s methodology for analyzing its allo wance for loan losses.  In future
filings, please expand your discus sion regarding your methodology for
determining the appropriaten ess of the allowance for loan losses to include the
following:

• A SFAS 5 assessment with respect to estimated unidentified losses on pools of
loans with similar graded credit characteristics.

• If loans are grouped by pool or by grading within type to estimate unidentified
probable losses, the basis for these gr oupings and the methods for determining
the loss factors to be applied to these grouping should be described.
 • A SFAS 114 credit risk anal ysis with respect to losses on specific evaluations
of known loss in individual loans.
 • The basis for estimating the impact of e nvironmental factors, such as local and
economic conditions, trends in delinquencies and losses, and credit
concentrations such as in high risk construction loans, whether through modifying loss factors or through a se parate allowance element should be
discussed.

• The extent to which the company obtain s current appraisals on collateral of
relatively higher risk commerc ial and construction loans.

Recent Accounting Pronouncements, page 26

 4. We note the company states it believes  the adoption of th e issuance of SFAS
141R, SFAS 157, and SFAS 160 will not have a significant impact on its financial
statements.  Please tell us and in future  filings expand the disclosure required by
SAB 103, Topic 11.M to disclose the following:

• A brief description of the new standard, the date that adoptio n is required and
the date that the company plans to adopt  it, if earlier adoption is permitted.

• A discussion of the methods of adop tion allowed by the standard and the

Joseph M. Schierhorn
Northrim BanCorp, Inc.
July 17, 2008 Page 6

method expected to be used by th e company, if it has already been
determined.

• In addition to the discussion of the impact  that the adoption of the standard is
expected to have on the company’s fina ncial statements, disclose the potential
impact that might result from adoption of the standard, such as technical
violations of debt covenants.

Financial Statements for the Period Ended December 31, 2007

 Note 1, Organization and Summary of Si gnificant Accounting Policies, page 37

 5. We note the company has subsidiaries that  provide investment advisory services,
insurance brokerage services, mortgage le nding and wealth management services.
Please tell us and disclose in future fi lings your consideration of providing the
segment reporting information requi red by SFAS 131 and related MD&A
disclosure.
 Part III

 Item 10.  Directors and Executiv e Officers of the Registrant

 Executive Officers, page 6 of Definitive Proxy Statement on Schedule 14A

 6. In future filings, please describe the busin ess experience during the past five years
of Messrs. Beedle and Hartung.  Refer to Item 401(e)(1) of Regulation S-K.
 Item 11.  Executive Compensation

 Compensation Discussion and Analysis, pa ge 7 of Definitive Proxy Statement on
Schedule 14A
 7. In future filings, with respect to performance based annual bonuses, please disclose and discuss the specific performan ce targets relating to return on equity,
the ratio of expenses to a ssets, net income as compar ed to budget, earning per
share growth and asset quality and how the company’s annual bonus awards are structured around such performance targets.   Refer to Item 402(b)(2)(v)-(vi) of
Regulation S-K.  If you did not disclose the performance targets because you determined that they were confidential due to the potential for competitive harm to Northrim BanCorp, as contemplated  by Instruction 4 to  Item 402(b) of
Regulation S-K, provide us with your c onfidentiality analysis supplementally and
include detailed disclosure analyzing the level of difficulty necessary to reach each of the targets contemplated by the In struction.  For more information on the
confidentiality of targets, please refer to the report of the Commission Staff

Joseph M. Schierhorn
Northrim BanCorp, Inc.
July 17, 2008 Page 6

regarding executive compensation disclosure, released October 9, 2007.

8. It appears that the company benchmarks certain elements of compensation to its peers.  In future filings, please (i) identify the component companies that make up the compensation peer group or groups, (ii) describe how the committee used
comparative compensation information in determining compensation or compensation ranges for each of the compensation components and (iii) disclose whether the compensation committee deviat ed from peer group benchmarks in
setting executive compensation, and if so, state the reasons for such deviation.
Refer to Item 402(b)(2)(xiv) of Regulation S-K.
 9. We note that the company identifies the compensation consultant engaged for
certain periods, but not for 2007.  In future  filings, to the extent the company used
a compensation consultant in any of th e reported periods, pl ease identify and
discuss the role of any compensation c onsultants engaged by the company during
a period addressed in the compen sation discussion and analysis.
 Item 13.  Certain Relationsh ips and Related Transactions

 Interest of Management in Certain Transa ctions, page 30 of Definitive Proxy Statement
on Schedule 14A

10. In future filings, please include the complete representations required by
Instruction 4(c) to Item 404(a) of Regulation S-K.  In  particular, please clarify
that the loans were on the same terms, in cluding interest rate s and collateral, as
those available to other pers ons not related to the lende r.  Also, avoid qualifying
the representations by including terms like “in the opinion of management.”

Part IV
 Exhibits 31.1 and 31.2

Section 302 Certifications
 11. We note that paragraphs 2, 3 and 4 of your  certifications included as Exhibits 31.1
and 31.2 to the Form 10-K contain modificati ons of the exact form of certification
as set forth in Item 601(b)(31) of Regulati on S-K.  For example, the certifications
include references to the “annual report” rath er than referring to only the “report”.
In future filings, please ensure that the cer tifications are in the exact form as set
forth in Item 601(b)(31) of Regulation S-K, except as otherwise indicated in
Commission statements or staff interpretations.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within

Joseph M. Schierhorn
Northrim BanCorp, Inc. July 17, 2008 Page 6

10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Edwin Adames at ( 202) 551-3447 or John Nolan at (202) 551-
3492 if you have questions regarding comments on the financial statements and related
matters.  Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3448 with
any other questions.
Sincerely,

Jessica Livingston Staff Attorney