Item 1. Security and Issuer
This Amendment No. 3 (this "Amendment") amends and supplements the Amendment No. 2 to Schedule 13D filed on November 28, 2016 by the Patriot Financial Group relating to the common stock, no par value per share (the "Common Stock"), of Heritage Commerce Corp, a California corporation (the "Company" or the "Issuer"), whose principal executive offices are located at 105 Almaden Boulevard, San Jose, California 95113.
Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On November 30, 2016, Patriot Financial Partners, L.P. ("Patriot Financial") and Patriot Financial Partners Parallel, L.P. ("Patriot Parallel" and collectively, the "Funds") sold 500,000 shares of Common Stock at a weighted average price of $12.22 per share and on December 1, 2016, the Funds sold 2,833,502 shares of Common Stock at a weighted price of $12.2501 per share. The sales were completed through open market, broker assisted transactions.
The Funds entered into the transaction described above in the ordinary course of business because of their belief that such transaction was in the Funds' best interests in accordance with their investment strategy, market conditions and other relevant factors.
Other than as described in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated as follows;
The percentages used in this Amendment No. 3 to Schedule 13D are based upon 37,926,537 shares of Common Stock of the Company outstanding as of October 27, 2016, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
(a) - (b) Patriot Financial Partners, L.P. possesses shared voting and dispositive power and beneficially owns 3,157 shares of restricted Common Stock previously granted to Mr. Wycoff as a director of the Company, or
0.0
%, of the outstanding Common Stock.
Patriot Financial Partners Parallel, L.P. possesses shared voting and dispositive power and beneficially owns 545 shares of restricted Common Stock previously granted to Mr. Wycoff as a director of the Company, or 0.0%, of the outstanding Common Stock.
Because (i) Messrs. Wycoff, Lubert and Lynch serve as general partners of the Funds and Patriot GP and as members of Patriot LLC, (ii) Patriot LLC serves as general partner of Patriot GP and (iii) Patriot GP serves as general partner of the Funds, each of Messrs. Wycoff, Lubert and Lynch, Patriot LLC and Patriot GP may be deemed to possess shared voting and dispositive power over the shares of Common Stock held by the Funds or 3,702 shares, or 0.0%, of the outstanding Common Stock. In addition, Mr. Wycoff, a director of the Company, was granted and holds stock options to acquire 16,000 shares of Common Stock at exercise prices of $5.16 for 4,000 shares, $6.39 for 4,000 shares, $6.57 for 4,000 shares and $8.07 for 4,000 shares. Mr. Wycoff is deemed to beneficially own 19,702 shares of Common Stock or 0.1% of the outstanding Common Stock.