Sec Form 4 Filing - WYCOFF W KIRK @ HERITAGE COMMERCE CORP - 2016-08-31

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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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/YY)
08/31/2016
(Street)
PHILADELPHIA, PA19104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/31/2016 S 26,763 ( 1 ) D $ 11.506 ( 2 ) 2,019,399 I Indirect By Partnership ( 3 )
Common Stock 08/31/2016 S 4,623 ( 4 ) D $ 11.506 ( 2 ) 347,917 I Indirect By Partnership ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 Amou nt or Number of Shares
Series C Preferred Stock $ 3.75 08/26/2010( 5 ) 08/26/2020 Heritage Commerce Corp - Common Stock 2,145,000 2,145,000 I Indirect by Partnership ( 3 )
Standard Employee Option - NSO $ 5.16 06/16/2011 06/16/2021 Common Stock 4,000 4,000 D
Standard Employee Option - NSO $ 6.39 05/01/2012 05/01/2022 Common Stock 4,000 4,000 D
Standard Employee Option - NSO $ 6.57 04/30/2013 04/30/2023 Common Stock 4,000 4,000 D
Standard Employee Option - NSO $ 8.07 02/27/2014 02/27/2024 Common Stock 4,000 4,000 D
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, PA19104
X
Signatures
Debbie Reuter as Attorney in fact for Kirk Wycoff 09/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Transaction of Patriot Financial Partners, L.P.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.5000 to $11.6000, inclusive. The reporting person undertakes to provide to Heritage Commerce Corp, any security holder of Heritage Commerce Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
( 3 )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.
( 4 )Transaction of Patriot Financial Partners Parallel, L.P.
( 5 )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.

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