Sec Form 4 Filing - Jones Robertson Clay JR @ HERITAGE COMMERCE CORP - 2024-03-08

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 Jones Robertson Clay JR 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 224 AIRPORT PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2024 (Street) SAN JOSE, CA95110 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 214,207 D

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) $ 4.92 10/11/2019 01/29/2025 Heritage Commerce Corp - Common Stock 37,050 37,050 D Employee Stock Option (right to buy) $ 10.74 10/11/2019 07/01/2028 Heritage Commerce Corp - Common Stock 49,399 49,399 D Performance-Based Restricted Stock Unit $ 0 05/02/2026 05/02/2026 Common Stock, No Par Value 31,477 31,477 D Restricted Stock Unit $ 0 05/02/2024 05/02/2026 Common Stock, No Par Value 31,478 31,478 D Performance-Based Restricted Stock Unit $ 0 ( 1 ) 03/08/2024 A 39,635 03/08/2027( 2 ) 03/08/2027( 2 ) Common Stock, No Par Value 39,635 $ 0 39,635 D Restricted Stock Unit $ 0 ( 3 ) 03/08/2024 A 39,636 03/08/2025( 4 ) 03/08/2027( 4 ) Common Stock, No Par Value 39,636 $ 0 39,636 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Robertson Clay JR 224 AIRPORT PARKWAY SAN JOSE, CA95110 X President and CEO Signatures /s/ Debbie Reuter as Attorney in fact for Robertson Clay Jones, JR. 03/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance-based restricted stock unit, or PRSU, represents a right to receive one share of Issuer common stock. ( 2 )The PRSUs will vest depending upon the Issuer's Return on Average Tangible Common Equity ("ROATCE") over a three-year period ("Performance Period"), relative to companies in a peer group selected by the Issuer as of the grant date ("Peer Group"). If the Issuer's ROATCE is at the 35th percentile of the Peer Group at the end of the Performance Period then 50% of the PRSUs will vest. If the Issuer's ROATCE is at the 50th percentile at the end of the Performance Period then 100% of the PRSUs will vest. If the Issuer's ROATCE is at the 75th percentile at the end of the Performance Period then 150% of the PRSUs will vest. Vesting between performance levels will be determined by straight-line interpolation. None of the PRSUs will vest if the Issuer's ROATCE does not exceed the 35th threshold of the Peer Group. ( 3 )Each restricted stock unit represents a right to receive one share of Issuer common stock. ( 4 )The restricted stock units vest in three equal installments commencing March 8, 2025, the first anniversary of the holder's grant 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).

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