FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WYCOFF W KIRK
2. Issuer Name and Ticker or Trading Symbol

HERITAGE COMMERCE CORP [ HTBK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

PATRIOT FINANCIAL PARTNERS, LP, 2929 ARCH STREET, 27TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

9/2/2016
(Street)

PHILADELPHIA, PA 19104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/2/2016     S    18024   (1) D $11.50   1968371   I   Indirect By Partnership   (2)
Common Stock   9/2/2016     S    3114   (3) D $11.50   339102   I   Indirect By Partnership   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock   $3.75                    8/26/2010   (4) 8/26/2020   Heritage Commerce Corp - Common Stock   2145000     2145000   I   Indirect by Partnership   (2)
Standard Employee Option - NSO   $5.16                    6/16/2011   6/16/2021   Common Stock   4000     4000   D    
Standard Employee Option - NSO   $6.39                    5/1/2012   5/1/2022   Common Stock   4000     4000   D    
Standard Employee Option - NSO   $6.57                    4/30/2013   4/30/2023   Common Stock   4000     4000   D    
Standard Employee Option - NSO   $8.07                    2/27/2014   2/27/2024   Common Stock   4000     4000   D    

Explanation of Responses:
( 1)  Transaction of Patriot Financial Partners, L.P.
( 2)  The securities are held by Patriot Financial Partners, L.P. (the "Patriot Fund") and Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," together with the Patriot Fund, the "Funds"). Patriot Financial Partners, GP, L.P. ("Patriot GP") is a general partner of each of the Funds, and Patriot Financial Partners, GP, LLC ("Patriot LLC") is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
( 3)  Transaction of Patriot Financial Partners Parallel, L.P.
( 4)  The Series C Preferred Stock is automatically convertible following the subsequent transfer of the Series C Preferred stock to a transferee not affiliated with the holder in a widely dispersed offering.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WYCOFF W KIRK
PATRIOT FINANCIAL PARTNERS, LP
2929 ARCH STREET, 27TH FLOOR
PHILADELPHIA, PA 19104
X



Signatures
Debbie Reuter as Attorney in fact for Kirk Wycoff 9/6/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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