SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DiNapoli Jason Philip

(Last)

(First)

(Middle)

224 AIRPORT PARKWAY

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HERITAGE COMMERCE CORP [ HTBK ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, No Par Value	05/25/2018		P4	128.621	A	$17.1	26,876.62⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	08/27/2018		P4	138.2202	A	$16.02	27,014.84⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	11/21/2018		P4	155.15	A	$14.37	27,169.99⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	02/22/2019		P4	172.4	A	$14.21	27,342.39⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	05/24/2019		P4	202.377	A	$12.21	27,544.77⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	08/23/2019		P4	214.9942	A	$11.61	27,759.76⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	11/20/2019		P4	203.6499	A	$12.38	27,963.41⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	02/20/2020		P4	235.9618	A	$11.69	28,199.37⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	05/22/2020		P4	361.4297	A	$7.72	28,560.8⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	08/21/2020		P4	411.9964	A	$6.88	28,972.8⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	11/23/2020		P4	335.3281	A	$8.62	29,308.13⁽¹⁾⁽²⁾	D
Common Stock, No Par Value	03/01/2021		P4	298.9246	A	$9.81	29,607.05⁽¹⁾⁽²⁾	D
Common Stock, No Par Value							342,437⁽²⁾	I	By Partnership
Common Stock, No Par Value							14,679⁽³⁾	I	By Daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes shares acquired through dividend reinvestment transactions from 2018 to 2021.

2. Share amount updated to reflect change in form of beneficial ownership between directly owned shares and shares held by partnership.

3. Share amount updated to reflect change in form of beneficial ownership, of a previously reported transaction, between a daughter who lives in the reporting person's household and a daughter who does not live in the reporting person's household.

	Debbie Reuter as Attorney in fact for Jason DiNapoli	02/14/2024
	** 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 4 (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.
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