Benito Michael Eugene Form 4 HERITAGE COMMERCE / Michael Eugene Benito 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^*

Benito Michael Eugene

(Last) (First) (Middle)

150 ALMADNE 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2015

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(1)	04/28/2015		A		7,500	A	$0	21,100	D
Common								540	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 - ISO	$22.78							02/16/2006	02/16/2016	Common	0		4,409	D
Standard Employee Option - ISO	$23.89							05/04/2007	05/04/2017	Common	0		155	D
Standard Employee Option - NSO	$16							05/22/2008	05/22/2018	Common	0		7,000	D
Standard Employee Option - NSO	$22.78							02/16/2006	02/16/2016	Common	0		591	D
Standard Employee Option - NSO	$23.85							08/03/2006	08/03/2016	Common	0		5,000	D
Standard Employee Option - NSO	$23.89							05/04/2007	05/04/2017	Common	0		6,845	D
Standard Employee Option - NSO	$3.57							07/26/2010	07/26/2020	Common	0		4,500	D
Standard Employee Option - NSO	$6.57							04/30/2013	04/30/2023	Common	0		10,000	D
Standard Employee Option - NSO	$7.43							05/04/2009	05/04/2019	Common	0		4,500	D
Standard Employee Option - NSO	$8.07							02/27/2014	02/27/2024	Common	0		12,500	D

Explanation of Responses:

1. Restricted stock vests 25% each year on an annualized basis.

	Debbie Reuter as Attorney in fact for Michael Benito	04/30/2015
	** 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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