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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount 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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WYCOFF W KIRK PATRIOT FINANCIAL PARTNERS, LP 2929 ARCH STREET, 27TH FLOOR PHILADELPHIA, PA 19104 |
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Debbie Reuter as Attorney in fact for Kirk Wycoff | 09/02/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 $11.5100, 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. |