Heritage Financial Form 4 Heritage Financial / O Leonard Dorminey 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

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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^*

Dorminey O Leonard

(Last) (First) (Middle)

721 NORTH WESTOVER BOULEVARD

(Street)

ALBANY GA 31707

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Heritage Financial Group Inc [ HBOS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2015

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	06/19/2015		M		15,000	A	$11.94	76,891	D
Common Stock								7,003	I	By IRA
Common Stock								6,397	I	By 401(k)
Common Stock								9,424	I	By spouse
Common Stock								1,047	I	By son
Common Stock								1,047	I	By daughter
Common Stock								13,153	I	By ESOP

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
Stock Option (Right to buy)	$11.94	06/19/2015		M			15,000	(1)	07/01/2022	Common Stock	15,000	$0	67,563	D
Stock Option (Right to buy)	$14.97							(2)	05/19/2016	Common Stock	33,399		33,339	D
Stock appreciation right	$14.97							(2)	05/19/2016	Common Stock	33,399		33,339	D

Explanation of Responses:

1. The options were granted under the Issuer's 2011 Equity Incentive Plan and vest in five equal annual installments beginning on July 1, 2012. Stock appreciation rights were granted in tandem with the stock options. Accordingly, the exercise of the stock options resulted in the termination of the stock appreciation rights.

2. Tandem stock appreciation rights and options were granted under the 2006 Equity Incentive Plan and vested in five equal annual installments beginning on May 19, 2007.

	T. Heath Fountain, POA	06/23/2015
	** 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).
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