Statement of Changes in Beneficial Ownership (4)
September 14 2016 - 4:53PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
EGGEMEYER JOHN M III
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2. Issuer Name
and
Ticker or Trading Symbol
HERITAGE COMMERCE CORP
[
HTBK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
PO BOX 1329
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/12/2016
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(Street)
RANCHO SANTA FE, CA 92067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/12/2016
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A
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3456000
(1)
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A
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$3.75
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3766927
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I
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Indirect By Partnership
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series C Preferred Stock
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$3.75
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9/12/2016
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D
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3456000
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8/26/2010
(3)
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8/26/2020
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Heritage Commerce Corp - Common Stock
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3456000
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$3.75
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0
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I
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Indirect By Partnership
(2)
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Standard Employee Option - NSO
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$5.16
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6/16/2011
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6/16/2021
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Common Stock
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4000
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4000
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I
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Indirect By Partnership
(2)
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Standard Employee Option - NSO
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$6.39
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5/1/2012
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5/1/2022
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Common Stock
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4000
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4000
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I
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Indirect By Partnership
(2)
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Standard Employee Option - NSO
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$6.57
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4/30/2013
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4/30/2023
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Common Stock
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4000
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4000
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I
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Indirect By Partnership
(2)
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Standard Employee Option - NSO
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$8.07
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2/27/2014
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2/27/2024
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Common Stock
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4000
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4000
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I
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Indirect By Partnership
(2)
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Explanation of Responses:
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(
1)
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The shares of common stock acquired by Castle Creek Capital Partners IV, LP ("Fund IV") were acquired in exchange for shares of Series C Preferred Stock of the Issuer, using an exchange ratio equivalent to the conversion ration of such Series C Preferred Stock.
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(
2)
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The securities include 3,763,225 shares held by Fund IV. Castle Creek Capital IV LLC is the sole general partner of Fund IV. Accordingly, securities owned by Fund IV may be regarded as being beneficially owned by Castle Creek Capital IV LLC. John M. Eggemeyer is a Managing Principal of Castle Creek Capital IV LLC. Accordingly, securities owned or deemed to be owned by Castle Creek Capital IV LLC may be regarded as being beneficially owned by Mr. Eggemeyer. The securities also include 3,702 shares of restricted stock subject to vesting granted to Castle Creek Advisors IV LLC ("Advisors IV") on behalf of Mr. Eggemeyer. Mr. Eggemeyer is a managing principal of Advisors IV. Accordingly, securities owned by Advisors IV may be regarded as being beneficially owned by Mr. Eggemeyer. Mr. Eggemeyer 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.
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(
3)
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The Series C Preferred Stock was 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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EGGEMEYER JOHN M III
PO BOX 1329
RANCHO SANTA FE, CA 92067
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X
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Signatures
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Debbie Reuter as Attorney in fact for John Eggemeyer
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9/14/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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