8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2012

HERITAGE COMMERCE CORP

(Exact name of registrant as specified in its charter)

California	000-23877		77-0469558
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
150 Almaden Boulevard, San Jose, California		95113
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (408) 947-6900
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  

On March 15, 2012, Margaret Incandela, Executive Vice President and Chief Credit Officer tendered her resignation to Heritage Bank of Commerce.

Heritage Commerce Corp has issued a press release announcing the resignation of Margaret Incandela which is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(D) The following exhibits are included with this Report:

99.1   Press Release, dated March 16, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 16, 2012      

Heritage Commerce Corp

By: /s/ Lawrence D. McGovern

Name: Lawrence D. McGovern

Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION

99.1                   Press Release, dated March 16, 2012

EX-99.1

Exhibit 99.1

Margaret Incandela Resigns at Heritage Bank of Commerce

San Jose, CA – March 16, 2012 – Heritage Bank of Commerce, the operating bank of Heritage Commerce Corp (Nasdaq: HTBK), today announced that Margaret Incandela, EVP and Chief Credit Officer, is leaving to pursue other personal interests

“Maggie was instrumental in Heritage’s credit quality and net income improvement over the past several years. Her credit knowledge, dedication and exemplary work ethic were significant factors in our Company’s turnaround. She will be deeply missed, and we wish her much success in her future endeavors,” stated Walter T. Kaczmarek, President of Heritage Bank of Commerce.

Heritage Bank of Commerce will immediately begin a search for a new Chief Credit Officer.

Heritage Commerce Corp, a bank holding company established in February 1998, is the parent company of Heritage Bank of Commerce, established in 1994 and headquartered in San Jose with full-service branches in Danville, Fremont, Gilroy, Los Altos, Los Gatos, Morgan Hill, Mountain View, Pleasanton, and Walnut Creek.  Heritage Bank of Commerce is an SBA Preferred Lender with an additional Loan Production Office in Santa Rosa, California.  For more information, please visit www.heritagecommercecorp.com.