CUSIP No. 426927109
|
13D
|
Page
2
of 15 Pages
|
1
|
NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners,
L.P.
|
2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
3,784,351
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
3,784,351
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,784,351
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%*
|
14
|
TYPE OF REPORTING PERSON
PN
|
*This calculation is based
on 37,908,022 shares of Common Stock of the Issuer outstanding, as reported in the Issuer’s Current Report on Form 8-K filed
on September 13, 2016.
CUSIP No. 426927109
|
13D
|
Page
3
of 15 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners Parallel, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
652,853
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
652,853
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,853
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.72%*
|
14
|
TYPE
OF REPORTING PERSON
PN
|
*This calculation
is based on 37,908,022 shares of Common Stock of the Issuer outstanding, as reported in the Issuer’s Current Report on Form
8-K filed on September 13, 2016.
CUSIP No. 426927109
|
13D
|
Page
4
of 15 Pages
|
1
|
NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot
Financial Partners GP, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
4,437,204
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
4,437,204
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,437,204
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.71%*
|
14
|
TYPE
OF REPORTING PERSON
PN/HC (Control Person)
|
*This calculation is based on 37,908,022
shares of Common Stock of the Issuer outstanding, as reported in the Issuer’s Current Report on Form 8-K filed on September
13, 2016.
CUSIP No. 426927109
|
13D
|
Page
5
of 15 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
4,437,204
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
4,437,204
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,437,204
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.71%*
|
14
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company), HC (Control Person)
|
*This calculation is based on 37,908,022
shares of Common Stock of the Issuer outstanding, as reported in the Issuer’s Current Report on Form 8-K filed on September
13, 2016.
CUSIP No. 426927109
|
13D
|
Page
6
of 15 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
W. Kirk Wycoff
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
4,437,204
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
4,437,204
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,437,204
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.71%*
|
14
|
TYPE OF REPORTING PERSON
IN
|
*This calculation is based on 37,908,022 shares of Common Stock
of the Issuer outstanding, as reported in the Issuer’s Current Report on Form 8-K filed on September 13, 2016.
CUSIP No. 426927109
|
13D
|
Page
7
of 15 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ira M. Lubert
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
4,437,204
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
4,437,204
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,437,204
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.71%*
|
14
|
TYPE OF REPORTING PERSON
IN
|
*This calculation is based on 37,908,022 shares of Common Stock
of the Issuer outstanding, as reported in the Issuer’s Current Report on Form 8-K filed on September 13, 2016.
CUSIP No. 426927109
|
13D
|
Page
8
of 15 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James J. Lynch
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
4,437,204
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
4,437,204
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,437,204
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.71%*
|
14
|
TYPE OF REPORTING PERSON
IN
|
*This calculation is based on 37,908,022 shares of Common Stock
of the Issuer outstanding, as reported in the Issuer’s Current Report on Form 8-K filed on September 13, 2016.
CUSIP No. 426927109
|
13D
|
Page
9
of 15 Pages
|
Explanatory Note
This Amendment
No. 1 (this “
Amendment
”) amends and supplements the Schedule 13D filed on June 25, 2010 (the “
Schedule
13D
”) by the Patriot Financial Group relating to the Common Stock of the Issuer. Except as otherwise specified in this
Amendment, all previous Items are unchanged. Capitalized terms used but not defined in this Amendment have the respective meanings
set forth in the Schedule 13D.
Items 3, 4,
5, 6 and 7 of the Schedule 13D are hereby amended as follows:
Item
3. Source and Amount of Funds or Other Consideration
Item
3 of the Schedule 13D is hereby amended and restated as follows:
On
June 18, 2010, the Funds entered into a Securities Purchase Agreement with the Company as described in Item 6 below (the “Purchase
Agreement”), to purchase (i) 9,731.25 shares of newly issued Series B Mandatorily Convertible Cumulative Perpetual Preferred
Stock, without par value, $1,000 liquidation preference per share (the “Series B Preferred Stock”) and (ii) 8,043.75
shares of newly issued Series C Convertible Perpetual Preferred Stock, without par value, $1,000 liquidation preference per share
(the Series C Preferred Stock” and together with the Series B Preferred Stock, the “Preferred Stock”). The Funds
purchased the shares of Preferred Stock pursuant to the Purchase Agreement on June 21, 2010 for an aggregate purchase price of
$17,775,000. The source of such funds was working capital. Thereafter, the Funds converted all of their Series B shares into 2,595,000
shares of Common Stock.
As
more fully described in Items 4 and 6 below, on September 12, 2016, the Company and each of the Funds entered into an Exchange
Agreement (the “Exchange Agreements”) whereby, on the same date, the Funds exchanged all 8,043.75 Series C shares
owned by the Funds for 2,145,000 shares of Common Stock (the “Acquired Shares”). The Patriot Fund acquired 1,829,000
of the Acquired Shares, and the Patriot Parallel Fund acquired 316,000 of the Acquired Shares. Following the Exchange, the Funds
collectively own 4,437,204 shares of Common Stock, which represents approximately 11.7% of the outstanding voting securities of
the Company.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended and supplemented as follows:
The
Common Stock acquired by the Funds pursuant to the Exchange Agreements was acquired for investment purposes in the ordinary course
of business and the Funds believe that the Common Stock represents an attractive investment in accordance with their investment
strategy.
Subject
to the limitations imposed by the Purchase Agreement, the Exchange Agreements and applicable federal and state securities laws,
the Patriot Financial Group may dispose of the Common Stock from time to time, subject to market conditions and other investment
considerations. To the extent permitted by the Purchase
Agreement, the Exchange Agreements and applicable bank regulatory limitations, each member of the Patriot Financial Group may
directly or indirectly acquire additional shares of Common Stock or associated rights or securities exercisable for or convertible
into Common Stock, depending upon an ongoing evaluation of its investment in the Common Stock and securities exercisable for or
convertible into Common Stock, applicable legal restrictions, prevailing market conditions, liquidity requirements of such member
of the Patriot Financial Group and/or investment considerations.
CUSIP No. 426927109
|
13D
|
Page
10
of 15 Pages
|
To
the extent permitted under the Purchase Agreement, the Exchange Agreements and the passivity commitments that the Funds have provided
to the Board of Governors of the Federal Reserve System described in Item 6 below, and applicable laws, the Patriot Financial
Group may engage in discussions with management, the Company’s Board of Directors, other stockholders of the Company and
other relevant parties concerning the business, operations, composition of the Board of Directors, management, strategy and future
plans of the Company.
Item
5.
Interest in Securities of the Issuer
Item
5 of the Schedule 13D is hereby amended and restated as follows:
The
percentages used in this Amendment No. 1 to Schedule 13D are based upon 37,908,022 outstanding shares of Common Stock as reported
in the Issuer’s Current Report on Form 8-K filed on September 13, 2016.
(a)
- (b) Patriot Fund possesses shared voting and dispositive power and beneficially owns 3,784,351 shares, or 9.98%, of the outstanding
Common Stock.
Patriot
Parallel Fund possesses shared voting and dispositive power and beneficially owns 652,853 shares, or 1.72%, of the outstanding
Common Stock.
Because
(i) Messrs. Wycoff, Lubert and Lynch serve as general partners of the Funds and Patriot GP and as members of Patriot LLC, (ii)
Patriot LLC serves as general partner of Patriot GP and (iii) Patriot GP serves as general partner of the Funds, each of Messrs.
Wycoff, Lubert and Lynch, Patriot LLC and Patriot GP may be deemed to possess shared voting and dispositive power over the shares
of Common Stock held by the Funds or 4,437,204 shares, or 11.71%, of the outstanding Common Stock.
(c) In
addition to acquiring the Acquired Shares as described herein, the Funds made the following sales of Common Stock in the open
market during the last 60 days: (i) on August 18, 2016, the Funds sold 20,000 shares at a weighted average price of $11.5187 per
share; (ii) on August 25, 2016, the Funds sold 80,000 shares at a weighted average price of $11.8604 per share; (iii) on August
30, 2016, the Funds sold 100,000 shares at a weighted average price of $11.5542 per share; (iv) on August 31, 2016, the Funds
sold 31,386 shares at a weighted average price of $11.506 per share; (v) on September 1, 2016, the Funds sold 38,705 shares at
a weighted average price of $11.503 per share; (vi) on September 2, 2016, the Funds sold 21,138 shares at a weighted average price
of $11.50 per share; (vii) on September 6, 2016, the Funds sold 7,701 shares at a weighted average price of $11.5024 per share;
(viii) on September 7, 2016, the Funds sold 600 shares at a weighted average price of $11.50 per share; and (ix) on September
8, 2016, the Funds sold 6,968 shares at a weighted average price of $11.501 per share.
CUSIP No. 426927109
|
13D
|
Page
11
of 15 Pages
|
(d) Not
applicable.
(e) Not
applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item
6 of the Schedule 13D is hereby amended and supplemented as follows:
As
described in Item 3, on September 12, 2016, the Company and each of the Funds entered into the Exchange Agreements whereby, on
the same date, the Funds exchanged all 8,043.75 Series C shares owned by the Funds for the Acquired Shares. The Patriot Fund acquired
1,829,000 of the Acquired Shares, and the Patriot Parallel Fund acquired 316,000 of the Acquired Shares. Following the Exchange,
the Funds collectively own 4,437,204 shares of Common Stock, which represents approximately 11.7% of the outstanding voting securities
of the Company.
The
following is a description of certain terms of the Exchange Agreements:
Representations
and Warranties.
The Company made customary representations and warranties to the Funds relating to the Company, its business,
the issuance of the Common Stock and exemption from any anti-takeover provisions. The Funds also made customary representations
and warranties to the Company regarding the Funds’ valid organization and authorization to enter into the transaction.
Exchange
Listing
. The Company agreed to cause the Acquired Shares to be listed on NASDAQ and to maintain such listing for so long as
any Common Stock is listed.
Transfer
Restrictions
. The Funds acknowledged that each had acquired the Acquired Shares solely for investment purposes with no intent
to distribute them to any person in violation of the Securities Act. The Funds agreed not to sell or dispose of the Acquired Shares
unless doing so was in compliance with the registration requirements or exemptions of the Securities Act and applicable state
securities laws. Subject to compliance with applicable securities laws, however, the Funds are permitted to transfer, sell, assign
or otherwise dispose of the Acquired Shares at any time, and the Company is required to take steps reasonably requested by the
Funds to facilitate such transfer.
CUSIP No. 426927109
|
13D
|
Page
12
of 15 Pages
|
Registration
Rights
. The Company agreed to use commercially reasonable efforts to, as soon as practicable but within 30 days of closing,
file a registration statement on Form S-3 under the Securities Act to permit the resale of all Acquired Shares by the Funds. The
Company further agreed to use reasonable efforts to have the registration statement declared effective and to keep the registration
statement current and effective thereafter.
Passivity
Commitments
. In connection with the Exchange Agreements, each of the Funds made certain customary passivity commitments to
the Federal Reserve in commitment letters to ensure that each of the Funds and their affiliates will not, among other things,
exercise or attempt to exercise a controlling influence over the management or policies of the Company or any of its subsidiaries.
The Exchange Agreements also required that each of the Funds receive a non-control determination, which have been granted.
The
foregoing reference to and description of the Exchange Agreements and the transactions contemplated thereby do not purport to
be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Exchange Agreements,
which are filed as Exhibit 5 and Exhibit 6 hereto and are incorporated herein by reference.
The
following is a description of certain terms of the Restricted Stock Agreement (as defined below):
Pursuant
to the Notice of Grant and Restricted Stock Agreement (the “Restricted Stock Agreement”), the Company has granted
to the Funds (on behalf of Mr. Wycoff) 3,702 shares of Restricted Stock, of which 1,768 shares were awarded on April 28,
2015 and 1,934 shares were awarded on May 3, 2016. With respect to each grant, the Restricted Stock vests in four equal
installments beginning on the first anniversary of the grant date and fully vesting on the fourth anniversary of the grant date.
As of the date hereof, 442 of these shares have vested and the remaining 3,260 shares remain unvested.
During
the period from the grant date until the second anniversary of the grant date, the Restricted Stock shall be forfeited if Mr. Wycoff
ceases continuous status as a director of the Company for any reason, and the ownership of such Restricted Stock shall be transferred
back to the Company (the “Company Return Right”). However, the Company Return Right shall lapse upon the occurrence
of certain events, including upon the death or disability of Mr. Wycoff or a change in control of the Company (as defined
in the Restricted Stock Agreement).
The
foregoing reference to and description of the the Restricted Stock Agreement does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, the full text of the Restricted Stock Agreement, a form of which is filed as
Exhibit 7 hereto and incorporated herein by reference.
Item
7.
Material to Be Filed as Exhibits
Item
7 of the Schedule 13D is hereby amended and restated as follows:
|
1
|
Joint
Filing Agreement, dated as of June 25, 2010,
by and
among Patriot Financial Partners, L.P., Patriot Financial Partners Parallel, L.P., Patriot
Financial Partners GP, L.P., Patriot Financial Partners GP, LLC, W. Kirk Wycoff, Ira
M. Lubert and James J. Lynch (incorporated by reference to Exhibit 1 to the Schedule
13D filed by the Patriot Financial Group on June 25, 2010).
|
CUSIP No. 426927109
|
13D
|
Page
13
of 15 Pages
|
|
2
|
Securities
Purchase Agreement, dated June 18, 2010, by and among Heritage Commerce Corp, Patriot
Financial Partners, L.P., Patriot Financial Partners Parallel, L.P. and certain other
investors (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report
on Form 8-K/A filed on September 2, 2010).
|
|
3
|
Registration
Rights Agreement, dated June 18, 2010, by and among Heritage Commerce Corp, Patriot Financial
Partners, L.P., Patriot Financial Partners Parallel, L.P. and certain other investors
(incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form
8-K filed on June 22, 2010).
|
|
4
|
Venture
Capital Operating Company Agreement, dated June 18, 2010, by and among Heritage Commerce
Corp, Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P.
(incorporated by reference to Exhibit 4 of the Schedule 13D filed on June 25, 2010 by
the Patriot Financial Group).
|
|
5
|
Exchange
Agreement, dated September 12, 2016, by and between Heritage Commerce Corp and Patriot
Financial Partners, L.P. (incorporated by reference to Exhibit 10.2 of the Issuer’s
Current Report on Form 8-K filed on September 13, 2016).
|
|
6
|
Exchange
Agreement, dated September 12, 2016, by and between Heritage Commerce Corp and Patriot
Financial Partners Parallel, L.P. (incorporated by reference to Exhibit 10.3 of the Issuer’s
Current Report on Form 8-K filed on September 13, 2016).
|
|
7
|
Form
of Restricted Stock Agreement for 2013 Equity Incentive Plan (incorporated by reference
to Exhibit 10.1 to the Issuer’s Form S-8 filed on July 15, 2013).
|
CUSIP No. 426927109
|
13D
|
Page
14
of 15 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: September 21, 2016
|
PATRIOT FINANCIAL PARTNERS, L.P.
|
|
|
|
|
By:
|
/s/ W. Kirk Wycoff
|
|
|
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.
|
|
|
|
|
PATRIOT FINANCIAL PARTNERS PARALLEL, L.P.
|
|
|
|
|
By:
|
/s/ W. Kirk Wycoff
|
|
|
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.
|
|
|
|
|
PATRIOT FINANCIAL PARTNERS GP, L.P.
|
|
|
|
|
By:
|
/s/ W. Kirk Wycoff
|
|
|
W. Kirk Wycoff, a member of Patriot Financial Partners GP,
|
|
|
LLC., the general partner of Patriot Financial Partners GP, L.P.
|
|
|
|
|
PATRIOT FINANCIAL PARTNERS GP, LLC
|
|
|
|
|
By:
|
/s/ W. Kirk Wycoff
|
|
|
W. Kirk Wycoff, a member
|
|
|
|
|
|
/s/ W. Kirk Wycoff
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W. Kirk Wycoff
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/s/ Ira M. Lubert
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Ira M. Lubert
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/s/ James J. Lynch
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James J. Lynch
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CUSIP No. 426927109
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13D
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Page
15
of 15 Pages
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EXHIBIT INDEX
No.
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Exhibit
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1
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Joint Filing
Agreement, dated as of June 25, 2010,
by and among Patriot Financial Partners, L.P., Patriot
Financial Partners Parallel, L.P., Patriot Financial Partners GP, L.P., Patriot Financial Partners GP, LLC, W. Kirk Wycoff, Ira
M. Lubert and James J. Lynch (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Patriot Financial Group
on June 25, 2010).
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2
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Securities Purchase Agreement,
dated June 18, 2010, by and among Heritage Commerce Corp, Patriot Financial Partners, L.P., Patriot Financial Partners Parallel,
L.P. and certain other investors (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K/A
filed on September 2, 2010).
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3
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Registration Rights Agreement,
dated June 18, 2010, by and among Heritage Commerce Corp, Patriot Financial Partners, L.P., Patriot Financial Partners Parallel,
L.P. and certain other investors (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed
on June 22, 2010).
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4
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Venture Capital Operating
Company Agreement, dated June 18, 2010, by and among Heritage Commerce Corp, Patriot Financial Partners, L.P. and Patriot
Financial Partners Parallel, L.P. (incorporated by reference to Exhibit 4 of the Schedule 13D filed on June 25, 2010 by the
Patriot Financial Group).
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5
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Exchange
Agreement, dated September 12, 2016, by and between Heritage Commerce Corp and Patriot Financial Partners, L.P. (incorporated
by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed on September 13, 2016).
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6
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Exchange
Agreement, dated September 12, 2016, by and between Heritage Commerce Corp and Patriot Financial Partners Parallel, L.P. (incorporated
by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed on September 13, 2016).
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7
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Form
of Restricted Stock Agreement for 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Issuer’s
Form S-8 filed on July 15, 2013).
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