SEC Form 4 · accession 0001127602-16-067843
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
Nov 18, 2016
Accepted (ET)
Nov 21, 2016 · 1:08 pm EST
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 | Nov 18, 2016 | S | 1,050,000 | $11.7691 | D | 866,927 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Standard Employee Option - NSOF3 | $5.16 | holding | — | — | — | Jun 16, 2011 | Jun 16, 2021 | Common Stock | 4,000 | 4,000 | I |
| Standard Employee Option - NSOF3 | $6.39 | holding | — | — | — | May 1, 2012 | May 1, 2022 | Common Stock | 4,000 | 4,000 | I |
| Standard Employee Option - NSOF3 | $6.57 | holding | — | — | — | Apr 30, 2013 | Apr 30, 2023 | Common Stock | 4,000 | 4,000 | I |
| Standard Employee Option - NSOF3 | $8.07 | holding | — | — | — | Feb 27, 2014 | Feb 27, 2024 | Common Stock | 4,000 | 4,000 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.7500 to $12.2200, 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 (1) to this Form 4.
- F2The securities include 863,225 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 securities are held by Castle Creek Capital Partners IV, LP ("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. 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.