Heritage Commerce (HTBK) Form 4 HERITAGE COMMERCE / Jack W Conner ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Conner Jack W

(Last) (First) (Middle)

HERITAGE COMMERCE CORP

150 ALMADEN BLVD.

(Street)

SAN JOSE CA 95113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERITAGE COMMERCE CORP [ HTBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2017		M		5,500	A	$7.43	100,713	D
Common Stock	03/02/2017		M		384	A	$5.16	101,097	D
Common Stock	03/02/2017		M		5,000	A	$6.39	106,097	D
Common Stock	03/02/2017		M		500	A	$6.39	106,597	D
Common Stock	03/02/2017		M		5,797	A	$6.57	112,394	D
Common Stock	03/02/2017		M		4,536	A	$8.07	116,930	D
Common Stock	03/02/2017		S		10,833	D	$14.139(1)	106,097	D
Common Stock								7,783	I	Indirect By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Standard Employee Option - NSO	$7.43	03/02/2017		M			5,500	05/04/2009	05/04/2019	Common Stock	5,500	$0	0	D
Standard Employee Option - NSO	$5.16	03/02/2017		M			384	06/16/2011	06/16/2021	Common Stock	384	$0	0	D
Standard Employee Option - NSO	$6.39	03/02/2017		M			5,000	05/01/2012	05/01/2022	Common Stock	5,000	$0	500	D
Standard Employee Option - NSO	$6.39	03/02/2017		M			500	05/01/2012	05/01/2022	Common Stock	500	$0	0	D
Standard Employee Option - NSO	$6.57	03/02/2017		M			5,797	04/30/2013	04/30/2023	Common Stock	5,797	$0	253	D
Standard Employee Option - NSO	$8.07	03/02/2017		M			4,536	02/27/2014	02/27/2024	Common Stock	4,536	$0	1,514	D
Standard Employee Option - NSO	$23.89							05/04/2007	05/04/2017	Common Stock	5,000		5,000	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.0800 to $14.2200, 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.

	Debbie Reuter as Attorney in fact for Jack Conner	03/06/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.