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.

1. Name and Address of Reporting Person^*

OHare Daniel J

(Last)

(First)

(Middle)

1222 VINE STREET

(Street)

PASO ROBLES

93446

(City)

(State)

(Zip)

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

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)
12/31/2015

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	03/03/2015		P4	207	A	$7.71	40,615⁽¹⁾⁽³⁾	D
Common stock	06/15/2015		P4	247	A	$7.83	40,615⁽¹⁾⁽³⁾	D
Common stock	08/31/2015		P4	253	A	$7.69	40,615⁽¹⁾⁽³⁾	D
Common stock	11/30/2015		P4	231	A	$8.5	40,615⁽¹⁾⁽³⁾	D
Common stock	03/03/2015		P4	138	A	$7.71	22,010⁽¹⁾⁽²⁾⁽³⁾	I	(2)
Common stock	06/15/2015		P4	164	A	$7.83	22,010⁽¹⁾⁽²⁾⁽³⁾	I	(2)
Common stock	08/31/2015		P4	169	A	$7.69	22,010⁽¹⁾⁽²⁾⁽³⁾	I	(2)
Common stock	11/30/2015		P4	154	A	$8.5	22,010⁽¹⁾⁽²⁾⁽³⁾	I	(2)

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. Acquired pursuant to dividend reinvestment plan.

2. Acquired pursuant to a dividend reinvestment plan. GBP&B Tax & Business Service Inc. 401(K) Daniel J. O'Hare & Allen E. Eschenbach Trustees.

3. Daniel J. O'Hare directly owns 40,615 shares, including 22,010 shares in an individual 401(K) account, and indirectly owns 25,123 shares, including 3,113 shares of restricted stock. His aggregate beneficial ownership is 65,738 shares.

Remarks:

	Ryan Alvord attorney-in-fact for Daniel J. O'Hare	02/16/2016
	** 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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