Sec Form 4 Filing - CABRAL BRUCE H @ HERITAGE COMMERCE CORP - 2019-10-11

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 CABRAL BRUCE H 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) 150 ALMADEN BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 10/11/2019 (Street) SAN JOSE, CA95113 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, No Par Value 10/11/2019 A 26,307 A 26,307 D Common Stock, No Par Value 10/11/2019 A 46,312 A 46,312 I Indirect by Trust

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 Amount or Number of Shares Employee Stock Option (right to buy) $ 2.49 10/11/2019 A 2,470 10/11/2019 12/31/2020 Heritage Commerce Corp - Common Stock 2,470 ( 3 ) 2,470 D Employee Stock Option (right to buy) $ 2.86 10/11/2019 A 2,470 10/11/2019 07/12/2021 Heritage Commerce Corp - Common Stock 2,470 ( 4 ) 2,470 D Employee Stock Option (right to buy) $ 2.76 10/11/2019 A 2,470 10/11/2019 12/31/2021 Heritage Commerce Corp - Common Stock 2,470 ( 5 ) 2,470 D Employee Stock Option (right to buy) $ 3.14 10/11/2019 A 2,470 10/11/2019 05/15/2022 Heritage Commerce Corp - Common Stock 2,470 ( 6 ) 2,470 D Employee Stock Option (right to buy) $ 3.01 10/11/2019 A 2,470 10/11/2019 12/31/2022 Heritage Commerce Corp - Common Stock 2,470 ( 7 ) 2,470 D Employee Stock Option (right to buy) $ 3.41 10/11/2019 A 2,470 10/11/2019 05/14/2023 Heritage Commerce Corp - Common Stock 2,470 ( 8 ) 2,470 D Employee Stock Option (right to buy) $ 3.77 10/11/2019 A 2,470 10/11/2019 12/31/2023 Heritage Commerce Corp - Common Stock 2,470 ( 9 ) 2,470 D Employee Stock Option (right to buy) $ 4.55 10/11/2019 A 2,470 10/11/2019 05/20/2024 Heritage Commerce Corp - Common Stock 2,470 ( 10 ) 2,470 D Employee Stock Option (right to buy) $ 4.85 10/11/2019 A 2,470 10/11/2019 12/31/2024 Heritage Commerce Corp - Common Stock 2,470 ( 11 ) 2,470 D Employee Stock Option (right to buy) $ 4.92 10/11/2019 A 2,470 10/11/2019 05/19/2025 Heritage Commerce Corp - Common Stock 2,470 ( 12 ) 2,470 D Employee Stock Option (right to buy) $ 5.5 10/11/2019 A 2,470 10/11/2019 05/17/2026 Heritage Commerce Corp - Common Stock 2,470 ( 13 ) 2,470 D Employee Stock Option (right to buy) $ 7.12 10/11/2019 A 2,470 10/11/2019 05/16/2027 Heritage Commerce Corp - Common Stock 2,470 ( 14 ) 2,470 D Employee Stock Option (right to buy) $ 10.77 10/11/2019 A 2,470 10/11/2019 05/08/2028 Heritage Commerce Corp - Common Stock 2,470 ( 15 ) 2,470 D Employee Stock Option (right to buy) $ 10.31 10/11/2019 A 2,470 10/11/2019 05/08/2029 Heritage Commerce Corp - Common Stock 2,470 ( 16 ) 2,470 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CABRAL BRUCE H 150 ALMADEN BLVD. SAN JOSE, CA95113 X Signatures Deborah Reuter as Attorney in fact for Bruce H Cabral 10/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 9,295 shares of Presidio Bank common stock and upon conversion of 1,809 Presidio Bank restricted stock units in connection with the merger of Presidio Bank with and into Heritage Bank of Commerce, a wholly-owned subsidiary of Heritage Commerce Corp ("HCC"), (the "Merger") based on the exchange ratio of 2.47 shares of HCC common stock for each share of Presidio Bank common stock. On the effective date of the Merger, the closing price of Presidio Bank common stock was $27.96 per share, and the closing price of HCC common stock was $11.36 per share. ( 2 )Received in exchange for 18,750 shares of Presidio Bank common stock in connection with the Merger based on the exchange ratio of 2.47 shares of HCC common stock for each share of Presidio Bank common stock. ( 3 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $6.13 per share. ( 4 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $7.04 per share. ( 5 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $6.81 per share. ( 6 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $7.75 per share. ( 7 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $7.43 per share. ( 8 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $8.42 per share. ( 9 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $9.29 per share. ( 10 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $11.22 per share. ( 11 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $11.96 per share. ( 12 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $12.15 per share. ( 13 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $13.57 per share. ( 14 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $17.57 per share. ( 15 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $26.58 per share. ( 16 )Received in the Merger in exchange for an employee stock option to acquire 1,000 shares of Presidio Bank common stock for $25.45 per share.

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).

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