UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment 2015-1
Heritage Commerce Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
426927109
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/_/ Rule 13d-1(b)
/X/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
The Reporting Persons previously filed their ownership interest in the Issuer
pursuant to a Schedule 13G/A, at December 31, 2014.
SCHEDULE 13G/A
CUSIP No. 426927109
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (OPTIONAL)
Banc Fund VI L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
342,634
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
342,634
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,634
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%
12 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13G/A
CUSIP No. 426927109
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Banc Fund VII L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
485,433
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
485,433
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
485,433
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%
12 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13G/A
CUSIP No. 426927109
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Banc Fund VIII L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
832,914
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
832,914
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,914
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%
12 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13G/A
CUSIP No. 426927109
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Banc Fund IX L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
153,251
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
153,251
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,251
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12 TYPE OF REPORTING PERSON*
PN
Item 1 (a) Name of Issuer: Heritage Commerce Corp
Item 1 (b) Address of Issuer's Principal Executive Offices:
150 Almaden Boulevard, San Jose, CA 95113
Item 2 (a) Name of Person Filing:
This Schedule 13G/A is being filed jointly by Banc Fund VI L.P.
("BF VI"), an Illinois Limited Partnership, Banc Fund VII L.P. ("BF VII"),
an Illinois Limited Partnership, Banc Fund VIII L.P. ("BF VIII"), an Illinois
Limited Partnership, Banc Fund IX L.P. ("BF IX"), an Illinois Limited
Partnership, (collectively, the "Reporting Persons"). The general
partner of BF VI is MidBanc VI L.P. ("MidBanc VI"), whose principal
business is to be a general partner of BF VI. The general partner of
BF VII is MidBanc VII L.P. ("MidBanc VII"), whose principal business
is to be a general partner of BF VII. The general partner of BF VIII is
MidBanc VIII L.P. ("MidBanc VIII"), whose principal business is to be a
general partner of BF VIII. The general partner of BF IX is MidBanc IX
L.P. ("MidBanc IX"), whose principal business is to be a general partner
of BF IX. MidBanc VI, MidBanc VII, MidBanc VIII, and MidBanc IX are
Illinois limited partnerships. The general partner of MidBanc VI,
MidBanc VII, MidBanc VIII, and MidBanc IX is The Banc Funds Company, L.L.C.,
("TBFC"), whose principal business is to be a general partner of MidBanc VI,
MidBanc VII, MidBanc VIII, and MidBanc IX. TBFC is an Illinois corporation
whose principal shareholder is Charles J. Moore. Mr. Moore has been the
manager of BF VI, BF VII, BF VIII, and BF IX, since their respective
inceptions. As manager, Mr. Moore has voting and dispositive power over
the securities of the issuer held by each of those entities. As the
controlling member of TBFC, Mr. Moore will control TBFC, and therefore
each of the Partnership entities directly and indirectly
controlled by TBFC.
Item 2 (b) Address of Principal Business Office:
20 North Wacker Drive, Suite 3300, Chicago, IL 60606
Item 2 (c) Citizenship: United States
Item 2 (d) Title of Class of Securities: Common Stock
Item 2 (e) CUSIP Number: 426927109
Item 3 If this statement is being filed pursuant to Rule 13d-1(b)or
13d-2(b), check whether the person filing is an:
(a)[ ] Broker or Dealer registered under Section 15 of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act (c)[ ] Insurance Company
as defined in section 3(a)(19) of the Act (d)[ ] Investment Company
registered under section 8 of the Investment Company Act of 1940
(e)[ ] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f)[ ] An Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F)
(g)[ ] A Parent Holding Company or Control Person in accordance with Rule 13d-1
(b)(ii)(G)
(h)[ ] A Savings Association as defined in Section 3(b) of the Federal Deposit
Insurance Act
(i)[ ] A Church Plan that is excluded From the definition of an investment
company under Section 3(c)(14)of the Investment Company Act of 1940
(j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
Item 4 Ownership:
The following information is provided as of February 5, 2016 for the calendar
year ending December 31, 2015:
(a) Amount Beneficially Owned: 1,814,232
(b) Percent of Class: 5.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,814,232
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 1,814,232
(iv) shared power to dispose or to direct the disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 8, 2016
BANC FUND VI L.P.
By: MidBanc VI L.P.
an Illinois limited partnership,
Its General Partner
By: THE BANC FUNDS COMPANY, L.L.C.
an Illinois limited liability company,
Its General Partner
By: /s/ Charles J. Moore
Charles J. Moore, President
BANC FUND VII L.P.
By: MidBanc VII L.P.
an Illinois limited partnership,
Its General Partner
By: THE BANC FUNDS COMPANY, L.L.C.
an Illinois limited liability company,
Its General Partner
By: /s/ Charles J. Moore
Charles J. Moore, President
BANC FUND VIII L.P.
By: MidBanc VIII L.P.
an Illinois limited partnership,
Its General Partner
By: THE BANC FUNDS COMPANY, L.L.C.
an Illinois limited liability company,
Its General Partner
By: /s/ Charles J. Moore
Charles J. Moore, President
BANC FUND IX L.P.
By: MidBanc IX L.P.
an Illinois limited partnership,
Its General Partner
By: THE BANC FUNDS COMPANY, L.L.C.
an Illinois limited liability company,
Its General Partner
By: /s/ Charles J. Moore
Charles J. Moore, President