SEC FORM 3

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

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1. Name and Address of Reporting Person^*

DALLY KAREN

(Last)

(First)

(Middle)

1222 VINE STREET

(Street)

PASO ROBLES

93446

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2012

3. Issuer Name and Ticker or Trading Symbol
HERITAGE OAKS BANCORP [ HEOP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/Talent Mgmt & Org Develop.

5. 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 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⁾	9,138	D
Common Stock⁽¹⁾⁽²⁾	3,664	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Stock - Stock Options⁽¹⁾⁽³⁾	09/01/2013	09/01/2022	Common Stock	4,617	$0	D

Explanation of Responses:

1. The position of Executive Vice President/Talent Management and Organizational Development has been identified by the Board of Directors as an officer position for purposes of Section 16 of the Securities Exchange Act of 1934.

2. Ms. Dally was granted restricted stock from the Company's 2005 Equity Plan. The shares will vest over a 3 year vesting schedule beginning at year 1, vesting 33.33% over years 1, 2 and 3. The shares are subject to forfeiture.

3. Ms. Dally was granted stock options under the Company's Equity Compensation Plan. The shares will vest over a 4 year vesting schedule beginning at year 1, vesting 25% over years 1, 2, 3 and 4. The shares are subject to forfeiture.

Remarks:

	Vickie Bengard, Attorney-In-Fact for Karen M. Dally	11/15/2012
	** 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.