SEC Form 4 · accession 0001053352-16-000117
HERITAGE COMMERCE CORP · HTBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Kirk Wycoff
Director
Period of report
May 3, 2016
Accepted (ET)
May 5, 2016 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001053352
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF2 | May 3, 2016 | A | 1,934 | $0.00 | A | 3,702 | I | Indirect by Partnership |
| CommonF1 | holding | — | — | — | 2,595,000 | I | Indirect by Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right Offering - NSOF3 | $3.75 | holding | — | — | — | Aug 26, 2010 | Aug 26, 2020 | Series C Preferred Stock | 0 | 2,145,000 | D |
| Standard Employee Option - NSO | $5.16 | holding | — | — | — | Jun 16, 2011 | Jun 16, 2021 | Common | 0 | 4,000 | D |
| Standard Employee Option - NSO | $6.39 | holding | — | — | — | May 1, 2012 | May 1, 2022 | Common | 0 | 4,000 | D |
| Standard Employee Option - NSO | $6.57 | holding | — | — | — | Apr 30, 2013 | Apr 30, 2023 | Common | 0 | 4,000 | D |
| Standard Employee Option - NSO | $8.07 | holding | — | — | — | Feb 27, 2014 | Feb 27, 2024 | Common | 0 | 4,000 | D |
Explanation of responses
- F12,213,000 of the securities are held by Patriot Financial Partners, L.P. (the "Patriot Fund"), and 382,000 shares of the of the securities are held by 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.
- F2Restricted stock vests 25% each year on an annualized basis.
- F3The 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.