SEC Form 4 · accession 0001127602-16-062524
HERITAGE COMMERCE CORP · HTBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M Eggemeyer III
Director
Period of report
Sep 12, 2016
Accepted (ET)
Sep 14, 2016 · 4:52 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 | Sep 12, 2016 | A | 3,456,000 | $3.75 | A | 3,766,927 | 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 StockF2,F3 | $3.75 | Sep 12, 2016 | D | 3,456,000 | D | Aug 26, 2010 | Aug 26, 2020 | Heritage Commerce Corp - Common Stock | 3,456,000 | 0 | I |
| Standard Employee Option - NSOF2 | $5.16 | holding | — | — | — | Jun 16, 2011 | Jun 16, 2021 | Common Stock | 4,000 | 4,000 | I |
| Standard Employee Option - NSOF2 | $6.39 | holding | — | — | — | May 1, 2012 | May 1, 2022 | Common Stock | 4,000 | 4,000 | I |
| Standard Employee Option - NSOF2 | $6.57 | holding | — | — | — | Apr 30, 2013 | Apr 30, 2023 | Common Stock | 4,000 | 4,000 | I |
| Standard Employee Option - NSOF2 | $8.07 | holding | — | — | — | Feb 27, 2014 | Feb 27, 2024 | Common Stock | 4,000 | 4,000 | I |
Explanation of responses
- F1The shares of common stock acquired by Castle Creek Capital Partners IV, LP ("Fund IV") were acquired in exchange for shares of Series C Preferred Stock of the Issuer, using an exchange ratio equivalent to the conversion ration of such Series C Preferred Stock.
- F2The securities include 3,763,225 shares held by Fund IV. Castle Creek Capital IV LLC is the sole general partner of Fund IV. Accordingly, securities owned by Fund IV may be regarded as being beneficially owned by Castle Creek Capital IV LLC. John M. Eggemeyer is a Managing Principal of Castle Creek Capital IV LLC. Accordingly, securities owned or deemed to be owned by Castle Creek Capital IV LLC may be regarded as being beneficially owned by Mr. Eggemeyer. The securities also include 3,702 shares of restricted stock subject to vesting granted to Castle Creek Advisors IV LLC ("Advisors IV") on behalf of Mr. Eggemeyer. Mr. Eggemeyer is a managing principal of Advisors IV. Accordingly, securities owned by Advisors IV may be regarded as being beneficially owned by Mr. Eggemeyer. Mr. Eggemeyer 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.
- F3The Series C Preferred Stock was 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.