SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Washington Banking Company

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

937303105

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

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CUSIP No. 937303105		13G/A		73-1597141


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Forest Hill Capital, L.L.C., 73-1597141
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% **
12	TYPE OF REPORTING PERSON* IA, OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

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CUSIP No. 937303105		13G/A


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mark Lee
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% **
12	TYPE OF REPORTING PERSON* HC, IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

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SCHEDULE 13G/A

This Amendment No. 1 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Forest Hill Capital, L.L.C., a Delaware limited liability company (“Forest Hill”), and Mr. Mark Lee, principal of Forest Hill.

This Amendment relates to Common Stock, No Par Value (the “Common Stock”), of Washington Banking Company, a Washington corporation (the “Issuer”), purchased by Forest Hill for the accounts of (i) Forest Hill Select Fund, L.P. (“Forest Hill Select”), of which Forest Hill is the general partner and retains voting authority, (ii) Forest Hill Strategic Value Fund, L.P. (“Forest Hill Value”), of which Forest Hill is the general partner and retains voting authority, (iii) managed account #1, to which Forest Hill acts as investment advisor, but does not retain voting authority (the “Non-Voting Account”), (iv) managed account #2, to which Forest Hill acts as investment advisor and retains voting authority (“Account #2”), (v) managed account #3, to which Forest Hill acts as investment advisor and retains voting authority (“Account #3”), (vi) managed account #4, to which Forest Hill acts as investment advisor and retains voting authority (“Account #4) and (vii) managed account #5, to which Forest Hill acts as investment advisor and retains voting authority (“Account #5” and collectively with Forest Hill Select, Forest Hill Value, Account #2, Account #3 and Account #4, the “Voting Accounts,” and the Voting Accounts together with the Non-Voting Account, the “Forest Hill Accounts”).

This Amendment is being filed to report that the Reporting Persons no longer own shares of Common Stock of the Issuer and amends and restates the Schedule 13G as set forth below.

Item 1(a)

Name of Issuer.

Washington Banking Company

Item 1(b)

Address of Issuer’s Principal Executive Offices.

450 SW Bayshore Drive

Oak Harbor, Washington 98277

Item 2(a)

Name of Person Filing.

Forest Hill Capital, L.L.C. and Mark Lee

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

100 Morgan Keegan Dr., Suite 430

Little Rock, Arkansas 72202

Item 2(c)

Citizenship or Place of Organization.

Forest Hill is a limited liability company organized under the laws of the State of Delaware. Mark Lee is the principal of Forest Hill and a United States citizen.

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Item 2(d)

Title of Class of Securities.

Common Stock, No Par Value (the “Common Stock”)

Item 2(e)

CUSIP Number.

937303105

Item 3

Reporting Person.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	x	An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	x	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4

Ownership.

The Reporting Persons own 0 shares of Common Stock of the Issuer.

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following x

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

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Inapplicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

Item 9

Notice of Dissolution of Group.

Inapplicable.

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2015


Forest Hill Capital, L.L.C.

By:		/S/ MARK LEE
		Mark Lee, Manager

/S/ MARK LEE
Mark Lee

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WASHINGTON BANKING CO SC 13G/A