Wycoff W Kirk Form 3 HERITAGE COMMERCE / JAMES J LYNCH ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

PATRIOT FINANCIAL PARTNERS GP, LP

(Last) (First) (Middle)

2929 ARCH STREET

27TH FLOOR

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2016

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)(2)	3,784,351	I(3)	See footnotes 1 and 3
Common Stock(1)(2)	652,853	I(4)	See footnotes 1 and 4

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

PATRIOT FINANCIAL PARTNERS GP, LP

(Last) (First) (Middle)

2929 ARCH STREET

27TH FLOOR

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PATRIOT FINANCIAL PARTNERS LP

(Last) (First) (Middle)

2929 ARCH STREET

27TH FLOOR

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PATRIOT FINANCIAL PARTNERS PARALLEL, L.P.

(Last) (First) (Middle)

2929 ARCH STREET

27TH FLOOR

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PATRIOT FINANCIAL PARTNERS GP, LLC

(Last) (First) (Middle)

2929 ARCH STREET

27TH FLOOR

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WYCOFF W KIRK

(Last) (First) (Middle)

2929 ARCH STREET

27TH FLOOR

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LUBERT IRA M

(Last) (First) (Middle)

2929 ARCH STREET

27TH FLOOR

(Street)

PHILADEPHIA PA 19104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LYNCH JAMES J

(Last) (First) (Middle)

2929 ARCH STREET

27TH FLOOR

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Patriot Financial Partners, GP, L.P. ("Patriot GP"), Patriot Financial Partners, L.P. (the "Patriot Fund"), Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," and together with the Patriot Fund, the "Funds"), Patriot Financial Partners, GP, LLC ("Patriot LLC"), W. Kirk Wycoff, Ira M. Lubert and James J. Lynch (collectively, the "Reporting Persons"). Patriot GP is a general partner of each of the Funds and Patriot LLC is a general partner of Patriot GP. In addition, each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch are general partners of the Funds and Patriot GP and members of Patriot LLC. Accordingly, the Common Stock owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch.

2. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or, for purposes of Section 16 of the Exchange Act or otherwise (other than to the extent a Reporting Person directly holds Common Stock reported herein) and Mr. Wycoff, Mr. Lubert and Mr. Lynch each disclaim beneficial ownership of the Common Stock owned by the Funds, except to the extent of their respective pecuniary interest therein.

3. Shares of Common Stock owned directly by the Patriot Fund. Patriot GP is a general partner of the Patriot Fund.

4. Shares of Common Stock owned directly by the Patriot Parallel Fund. Patriot GP is a general partner of the Patriot Parallel Fund.

	Patriot Financial Partners, GP, L.P. By: /s/ W. Kirk Wycoff, a member of Patriot Financial Partners, GP, LLC, the general partner of Patriot Financial Partners, GP, L.P.	09/21/2016
	Patriot Financial Partners, L.P. By: /s/ W. Kirk Wycoff, a member of Patriot Financial Partners, GP, LLC, the general partner of Patriot Financial Partners, GP, L.P., the general partner of Patriot Financial Partners, L.P.	09/21/2016
	Patriot Financial Partners Parallel, L.P. By: /s/ W. Kirk Wycoff, a member of Patriot Financial Partners, GP, LLC, the general partner of Patriot Financial Partners, GP, L.P., the general partner of Patriot Financial Partners Parallel, L.P.	09/21/2016
	Patriot Financial Partners, GP, LLC By: /s/ W. Kirk Wycoff, a member of Patriot Financial Partners, GP, LLC, the general partner of Patriot Financial Partners, GP, L.P.	09/21/2016
	/s/ W. Kirk Wycoff	09/21/2016
	/s/ Ira M. Lubert	09/21/2016
	/s/ James J. Lynch	09/21/2016
	** 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 5 (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.