FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HERITAGE COMMERCE CORP [ HTBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/11/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 89,846 | A | (1) | 90,846 | D | |||
Common Stock, No Par Value | 10/11/2019 | A | 75,658 | A | (2) | 75,658 | I | Indirect by IRA |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $3.98 | 10/11/2019 | A | 61,750 | 10/11/2019 | 01/30/2024 | Heritage Commerce Corp - Common Stock | 61,750 | (3) | 61,750 | D | ||||
Employee Stock Option (right to buy) | $4.92 | 10/11/2019 | A | 61,749 | 10/11/2019 | 01/29/2025 | Heritage Commerce Corp - Common Stock | 61,749 | (4) | 61,749 | D |
Explanation of Responses: |
1. Received in exchange for 36,375 shares of Presidio Bank common stock 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 30,631 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 25,000 shares of Presidio Bank common stock for $9.83 per share. |
4. Received in the Merger in exchange for an employee stock option to acquire 15,778 shares of Presidio Bank common stock and an employee stock option to acquire 9,222 shares of Presidio Bank common stock, each for $12.14 per share. |
Deborah Reuter as Attorney in fact for Stephen G Heitel | 10/15/2019 | |
** Signature of Reporting Person | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |