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^*

Gould Howard

(Last)

(First)

(Middle)

5 PARK PLAZA

SUITE 950

(Street)

IRVINE

92614

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2014

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

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

X	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)

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⁾	5,873,016⁽²⁾	I⁽³⁾	See footnote 3.

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)

Explanation of Responses:

1. Shares acquired pursuant to an Agreement and Plan of Merger, dated as of October 21, 2013 (the "Agreement") between Issuer and Mission Community Bancorp ("Mission"). Pursuant to the Agreement, holders of Mission common stock received 0.8477 shares (the "Shares") of Issuer's common stock for each share of Mission common stock held immediately prior to the effective time of the Merger, plus cash in lieu of fractional shares.

2. Reporting Person by virtue of being a managing member of Carpenter Fund Manager GP, LLP ("Manager"), the general partner of each of Carpenter Community BancFund-A, LP ("Fund A"), Carpenter Community BancFund, L.P. ("Fund LP"), and Carpenter Community BancFund-CA, L.P. ("Fund CA" and, with Fund LP and Fund CA, the "Funds"), may be deemed to beneficially own the Shares held by the Funds but disclaims beneficial ownership thereof. See also footnote 3.

3. Fund LP is the record holder of 193,066 Shares, Fund A is the record holder of 5,491,752 Shares, and Fund CA is the record holder of 188,198 Shares.

	/s/ Howard N. Gould	03/11/2014
	** 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).
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