Heritage Oaks Bancorp (HEOP) Form 5 HERITAGE OAKS BANCORP / Daniel J OHare ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

OHare Daniel J

(Last) (First) (Middle)

1222 VINE STREET

(Street)

PASO ROBLES CA 93446

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERITAGE OAKS BANCORP [ HEOP ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common stock	02/29/2016		P	269	A	$7.71	44,490(1)(3)	D
Common stock	05/31/2016		P	248	A	$8.042	44,490(1)(3)	D
Common stock	08/31/2016		P	245	A	$8.212	44,490(1)(3)	D
Common stock	02/29/2016		P	280	A	$7.346	20,354(1)(2)(3)	I	(2)
Common stock	05/31/2016		P	165	A	$8.042	20,354(1)(2)(3)	I	(2)
Common stock	08/31/2016		P	147	A	$8.212	20,354(1)(2)(3)	I	(2)
Common stock							3,101	I	Restricted stock

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option	$3.1						09/01/2010	09/01/2020	Common stock	7,500		17,875	D
Stock option	$4.5						02/02/2009	02/02/2019	Common stock	2,500		10,375	D
Stock option	$11.48						02/01/2008	02/01/2018	Common stock	2,625		7,875	D
Stock option	$15.24						11/01/2007	11/01/2017	Common stock	5,250		5,250	D

Explanation of Responses:

1. Acquired pursuant to IRA dividend reinvestment plan. Shares are rounded to the nearest whole share.

2. Acquired pursuant to a dividend reinvestment plan. GBP&B Tax & Business Service Inc. 401(k) Daniel J. O'Hare & Allen E. Eschenbach Trustees.

3. Daniel J. O'Hare directly owns 44,490 shares, including 33,732 shares in an individual 401(k) account. His aggregate beneficial ownership is 67,945 shares

	Ryan Alvord attorney-in-fact for Daniel J. O'Hare	02/13/2017
	** 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).
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