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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Jones Robertson Clay JR
(Last) (First) (Middle)
224 AIRPORT PARKWAY
(Street)
SAN JOSE CA 95110
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2024
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, No Par Value 05/02/2024 M 10,493 A $0 224,700 D
Common Stock, No Par Value 05/02/2024 A 678(1) A $0 225,378 D
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
Employee Stock Option (right to buy) $4.92 10/11/2019 01/29/2025 Heritage Commerce Corp - Common Stock 37,050 37,050 D
Employee Stock Option (right to buy) $10.74 10/11/2019 07/01/2028 Heritage Commerce Corp - Common Stock 49,399 49,399 D
Performance-Based Restricted Stock Unit $0 05/02/2026 05/02/2026 Common Stock, No Par Value 31,477 31,477 D
Restricted Stock Unit $0 03/08/2025 03/08/2027 Common Stock, No Par Value 39,636 39,636 D
Performance-Based Restricted Stock Unit $0 03/08/2027 03/08/2027 Common Stock, No Par Value 39,635 39,635 D
Restricted Stock Unit $0 05/02/2024 M 10,493 05/02/2024(2) 05/02/2026 Common Stock, No Par Value 10,493 $0 20,985 D
Explanation of Responses:
1. The reporting person acquired 678 shares of the Company's Common Stock as a result of stock dividends payable to the reporting person upon the partial vesting of the Restricted Stock Unit grant.
2. The Restricted Stock Units vest in three equal installments commencing on May 2, 2024, the first anniversary of the holders' grant date.
/s/ Debbie Reuter as Attorney in fact for Robertson Clay Jones, JR. 05/06/2024
** 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).
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.
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