Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Benito Michael Eugene
 2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2012		 3. Issuer Name and Ticker or Trading Symbol
HERITAGE COMMERCE CORP [HTBK]
(Last)
(First)
(Middle)
14911 BLOSSOM HILL ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP/Business Banking Division
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS GATOS, CA 95032		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Heritage Commerce Corp - Common Stock 7,600
D
 
Heritage Commerce Corp - Common Stock 540
I
Indirect by spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) 11/28/2003 11/28/2013 Heritage Commerce Corp - Common Stock 25,000 $ 12.5 D  
Incentive Stock Option (right to buy) 02/16/2006 02/16/2016 Heritage Commerce Corp - Common Stock 4,409 $ 22.78 D  
Incentive Stock Option (right to buy) 05/04/2007 05/04/2017 Heritage Commerce Corp - Common Stock 155 $ 23.89 D  
Non-Qualified Stock Option (right to buy) 07/26/2010 07/26/2020 Heritage Commerce Corp - Common Stock 4,500 $ 3.57 D  
Non-Qualified Stock Option (right to buy) 05/04/2009 05/04/2019 Heritage Commerce Corp - Common Stock 4,500 $ 7.43 D  
Non-Qualified Stock Option (right to buy) 05/22/2008 05/22/2018 Heritage Commerce Corp - Common Stock 7,000 $ 16 D  
Non-Qualified Stock Option (right to buy) 02/16/2006 02/16/2016 Heritage Commerce Corp - Common Stock 591 $ 22.78 D  
Non-Qualified Stock Option (right to buy) 05/04/2007 05/04/2017 Heritage Commerce Corp - Common Stock 6,845 $ 22.89 D  
Non-Qualified Stock Option (right to buy) 08/03/2006 08/03/2016 Heritage Commerce Corp - Common Stock 5,000 $ 23.85 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benito Michael Eugene
14911 BLOSSOM HILL ROAD
LOS GATOS, CA 95032		       EVP/Business Banking Division  

Signatures

By: Debbie Reuter as Attorney in fact For: Michael Benito 02/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).

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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