Heritage Oaks Bancorp (HEOP) Form 4 HERITAGE OAKS BANCORP / WILLIAM A SCHACK 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^*

SCHACK WILLIAM A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

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		A(1)		484	A	$13.95	7,792	D
Common stock	03/01/2017		A(2)		602	A	$14.27	7,308	D
Common stock(6)	03/01/2017		D(2)		1,135	D	$13.93	0	I	Restricted stock
Common stock(4)	03/02/2017		D(1)		893	D	$13.95	893	I	Restricted stock
Common stock(3)								8,130	I	Restricted stock
Common stock(5)								6,666	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option	$7.84							03/02/2016(2)	03/02/2025	Common stock	6,458		28,458	D
Stock option	$7.01							09/02/2015(2)	09/02/2024	Common stock	8,364		22,000	D
Stock option	$7.75							03/03/2015(2)	03/03/2024	Common stock	4,384		13,636	D
Stock option	$6.15							07/01/2014(3)	07/01/2023	Common stock	9,252		9,252	D

Explanation of Responses:

1. Vesting of restricted stock award, less 409 shares sold to cover taxes.

2. Vesting of restricted stock award, less 533 shares sold to cover taxes.

3. Restricted stock award vests equally over three years, beginning on July 1, 2016.

4. Restricted stock award vests equally over three years, beginning on March 2, 2016.

5. Restricted stock award vests equally over three years, beginning on April 1, 2017.

6. Restricted stock award vests equally over three years, beginning on March 1, 2015.

	Bryon Layes Attorney-in-fact for William A. Schack	03/03/2017
	** 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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