SEC Form 4 · accession 0001127602-16-062332
HERITAGE COMMERCE CORP · HTBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Kirk Wycoff
Director
Period of report
Sep 8, 2016
Accepted (ET)
Sep 9, 2016 · 4:48 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Sep 8, 2016 | S | 5,942 | $11.501 | D | 1,955,351 | I | Indirect By Partnership |
| Common StockF4,F2,F3 | Sep 8, 2016 | S | 1,026 | $11.501 | D | 336,853 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF3,F5 | $3.75 | holding | — | — | — | Aug 26, 2010 | Aug 26, 2020 | Heritage Commerce Corp - Common Stock | 2,145,000 | 2,145,000 | I |
| Standard Employee Option - NSO | $5.16 | holding | — | — | — | Jun 16, 2011 | Jun 16, 2021 | Common Stock | 4,000 | 4,000 | D |
| Standard Employee Option - NSO | $6.39 | holding | — | — | — | May 1, 2012 | May 1, 2022 | Common Stock | 4,000 | 4,000 | D |
| Standard Employee Option - NSO | $6.57 | holding | — | — | — | Apr 30, 2013 | Apr 30, 2023 | Common Stock | 4,000 | 4,000 | D |
| Standard Employee Option - NSO | $8.07 | holding | — | — | — | Feb 27, 2014 | Feb 27, 2024 | Common Stock | 4,000 | 4,000 | D |
Explanation of responses
- F1Transaction of Patriot Financial Partners, L.P.
- F2The 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.
- F3The 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.
- F4Transaction of Patriot Financial Partners Parallel, L.P.
- F5The 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.