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):  July 16, 2018

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, CA	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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

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

On July 16, 2018, J. Philip DiNapoli retired from the Board of Directors of Heritage Commerce Corp (the “Company”) and its subsidiary Heritage Bank of Commerce. There were no disagreements between either the Company or Mr. DiNapoli.

On July 16, 2018, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of the Company elected Jason DiNapoli to fill the vacancy created by the resignation of J. Philip DiNapoli. Jason DiNapoli is the son of J. Philip DiNapoli. The Board of Directors has not appointed Mr. DiNapoli to any of its committees as of the date of this report.

Mr. DiNapoli brings extensive experience and knowledge in banking and finance, managing a financial institution as well as experience as a board member of a publicly traded bank holding company.   Mr. DiNapoli was one of the founders of 1st Century Bank, N.A., a wholly owned subsidiary of 1st Century Bancshares, Inc., headquartered in Los Angeles, California.   In 2008, Mr. DiNapoli assumed the role of the President and Chief Executive Officer of 1st Century Bank and President of 1st Century Bancshares, Inc.  He served in this role until July 1, 2016, when 1st Century Bancshares, Inc. was acquired by Midland Financial Co. (“Midland”), a privately held bank holding company based in Oklahoma City, Oklahoma. 1st Century Bank now operates as a division of MidFirst Bank, a subsidiary of Midland.  This division continues to operate under the name of 1st Century Bank, a division of MidFirst Bank. Mr. DiNapoli presently serves as an Executive Vice President of MidFirst Bank and President and Chief Executive Officer of the 1st Century Bank division. Before joining 1st Century Bank, Mr. DiNapoli was vice president of finance for JP DiNapoli Companies Inc., a real estate investment, development and property management organization.  Prior thereto, he served as a Vice President at Union Bank of California.  Mr. DiNapoli earned a bachelor’s degree from the University of California, Berkeley.  He is active in numerous community organizations.

There are no family relationships between Jason DiNapoli and any director or other executive officer of the Company, except as noted above. There are no transactions between Mr. DiNapoli or any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission. Further, there is no arrangement or understanding between Mr. DiNapoli and any other persons or entities pursuant to which Mr. DiNapoli was appointed as a director of the Company. 

Upon his appointment to the board, Mr. DiNapoli will be entitled as a non-employee director to the same compensation provided each of the other non-employee directors of the Company. As such, for 2018, Mr. DiNapoli is entitled to receive a prorated portion of the annual director retainer of $50,000.  Subject to board approval, Mr. DiNapoli will be entitled to receive up to $20,000 market value of restricted stock in accordance with the Company’s equity policy during the first quarter of 2019.  He will also be entitled to reimbursement of reasonable and substantiated out of pocket expenses incurred in connection with the performance of his duties as a director.

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On July 17, 2018, the Company issued a press release announcing the retirement of J. Philip DiNapoli and election of Jason DiNapoli to the Company’s Board of Directors, a copy of which is filed with this report as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit  No.	Description
99.1	Press Release, dated July 17, 2018.

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.

	HERITAGE COMMERCE CORP
DATED:  July 17, 2018	By:	/s/ Lawrence D. McGovern
		Lawrence D. McGovern
		Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

For additional information, contact:

Debbie Reuter

EVP, Corporate Secretary

Direct:  (408) 494-4542

For Immediate Release:  July 17, 2018

Jason DiNapoli Joins Heritage Commerce Corp Board of Directors

San Jose, CA — July 17, 2018 — Heritage Commerce Corp (Nasdaq: HTBK), the holding company (the “Company”) for Heritage Bank of Commerce (the “Bank”) announced today that Jason DiNapoli was elected to its Board of Directors and to the Board of Directors of the Bank, effective July 16, 2018.  Jason DiNapoli will be replacing J. Philip DiNapoli, who is retiring from the

Heritage Commerce Corp Board of Directors and its subsidiary.  Heritage Commerce Corp still has eight outside directors serving on its board, and Mr. DiNapoli will qualify as an “independent director” under the listing standards of the NASDAQ Stock Market. 

“Phil DiNapoli has fulfilled his commitment to remain on our board for two years following the merger with Focus Business Bank.  He has been a very positive influence on the integration of Focus Business Bank into Heritage Bank of Commerce.  We thank him for all of his significant contributions to the Company,” said Jack Conner, Chairman of Heritage Commerce Corp.  “We all wish Phil the very best knowing he will continue to support our bank whenever and however possible.”

Jason DiNapoli brings extensive experience and knowledge in banking and finance, managing a financial institution, as well as experience as a board member of a publicly traded bank holding company.  Mr. DiNapoli was a founding member of 1st Century Bank, N.A., a wholly owned subsidiary of 1st Century Bancshares, Inc., headquartered in Los Angeles, California.  In 2008, DiNapoli assumed the role of President and Chief Executive Officer of 1st Century Bank and President of 1st Century Bancshares, Inc.  In July 2016, 1st Century Bancshares, Inc., with assets of $739 million, was acquired by Midland Financial Co. (“Midland”), a privately held bank holding company based in Oklahoma City. 1st Century Bank now operates as a division of MidFirst Bank, a subsidiary of Midland. Jason DiNapoli presently serves as an Executive Vice President of MidFirst Bank and President and Chief Executive Officer of the 1st Century Bank division. Before joining 1st Century Bank, Mr. DiNapoli was vice president of finance for JP DiNapoli Companies Inc., a real estate investment, development and property management organization.  Formerly, he served as a Vice President at Union Bank of California.  Mr. DiNapoli earned a bachelor’s degree from the University of California, Berkeley.  He is active in numerous community organizations.

“In our continued efforts for continuity, we invited Jason DiNapoli to join our board,” added Mr. Conner.  “Jason was a founder, President and CEO of 1st Century Bank and brings a wealth of experience and knowledge in the banking and finance field, as well as experience as a board member of a publicly traded bank holding company.  As a native of San Jose, California, Jason adds much to our community focus.”

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, CA with full-service branches in Danville, Fremont, Gilroy, Half Moon Bay, Hollister, Livermore, Los Altos, Los Gatos, Morgan Hill, Pleasanton, Redwood City, San Jose, San Mateo, Sunnyvale, and Walnut Creek.  The Company will close the Half Moon Bay office on August 10, 2018. Heritage Bank of Commerce is an SBA Preferred Lender.  Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in Santa Clara, CA and provides business-essential working capital factoring financing to various industries throughout the United States.  For more information, please visit www.heritagecommercecorp.com.