SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1 (e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

(2)                                 This calculation is based on 37,926,537 shares of common stock, no par value (“Common Stock”), of Heritage Commerce Corp (the “Company”) outstanding as of October 27, 2016, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

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(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

(2)                                 This calculation is based on 37,926,537 shares of Common Stock of the Company outstanding as of October 27, 2016, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

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(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

(2)                                 This calculation is based on 37,926,537 shares of Common Stock of the Company outstanding as of October 27, 2016, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

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(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

(2)                                 This calculation is based on 37,926,537 shares of Common Stock of the Company outstanding as of October 27, 2016, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

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(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

(2)                                 This calculation is based on 37,926,537 shares of Common Stock of the Company outstanding as of October 27, 2016, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

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(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

(2)                                 This calculation is based on 37,926,537 shares of Common Stock of the Company outstanding as of October 27, 2016, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

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Item 1.                                                         Security and Issuer

This Amendment No. 1 to Schedule 13D (this “Amendment No.1”) amends and supplements the Schedule 13D filed on September 13, 2016 (as amended, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common stock, no par value (“Common Stock”), of Heritage Commerce Corp (the “Company”).  The address of the principal executive office of the Company is 150 Almaden Boulevard, San Jose, California 95113.

This Amendment No.1 is being filed to report the transactions described in Item 4.  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 4.                                                         Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by the following:

On November 17, 2016, Castle Creek Capital Partners IV, LP (“Fund IV”) sold 1,786,744 shares of Common Stock at a weighted average price per share of $11.7585 (in multiple transactions ranging from $11.7501 to $12.2800, inclusive) (the “November 17 Sale”).  On November 18, 2016, Fund IV sold an additional 1,050,000 shares of Common Stock at a weighted average price per share of $11.7691 (in multiple transactions ranging from $11.7500 to $12.2200, inclusive) (the “November 18 Sale”).   The November 17 Sale and the November 18 Sale were completed through open market, broker-assisted transactions.

Fund IV also engaged in the following open market, broker-assisted transactions prior to the November 17 Sale and the November 18 Sale: (i) 49,962 shares of Common Stock sold on November 16, 2016 at a weighted average price per share of $12.005 (in multiple transactions ranging from $11.9600 to $12.0500, inclusive); (ii) 994 shares of Common Stock sold on November 14, 2016 at $12.30 per share; and (iii) 12,300 shares of Common Stock sold on November 11, 2016 at a weighted average price per share of $12.3348 (in multiple transactions ranging from $12.3000 to $12.3500, inclusive).

Fund IV entered into the transactions described above in the ordinary course of business because of its belief that such transactions were in Fund IV’s best interests in accordance with its investment strategy, market conditions and other relevant factors.

Other than as described in this Item 4, each of the Reporting Persons has no present plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D. However, each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (i) its business and liquidity objectives; (ii) the Company’s financial condition, business, operations, competitive position, prospects and/or share price; (iii) industry, economic and/or securities markets conditions; (iv) alternative investment opportunities; and (v) other relevant factors.

Item 5.                                                         Interest in Securities of the Issuer

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by replacing the text in paragraphs (a), (b), (c) and (e) of Item 5 of the Schedule 13D with the following:

(a) and (b)

(1)         Each of CCC IV, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo and Mr. Pietrzak disclaims beneficial ownership of the Common Stock owned by Fund IV (and Advisors IV, as explained below), except to the extent of its or his pecuniary interest therein.

(2)    This includes 442 shares of vested restricted stock and excludes 3,260 shares of unvested restricted stock (collectively, the “Restricted Stock”) owned by Castle Creek Advisors IV LLC (“Advisors IV”), an affiliate of Fund IV that provides management services to Fund IV pursuant to a management agreement.  This also includes the options to purchase 14,627 shares of Common Stock owned by Advisors IV (the “Options”)—of which 14,299 Options are currently vested and an additional 328 Options will vest within 60 days—and excludes 1,373 Options that will remain unvested as of 60 days after the date hereof.  The Restricted Stock and the Options were awarded to Advisors IV on behalf of Mr. Eggemeyer as compensation for his services as a director of the Company.  Each of Mr. Eggemeyer, Mr. Thomas, Mr. Merlo and Mr. Pietrzak is a managing principal of Advisors IV.

(3)         This calculation is based on 37,926,537 shares of Common Stock of the Company outstanding as of October 27, 2016, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

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(c)

Fund IV has completed the following open market, broker-assisted transactions with respect to the Common Stock during the last 60 days: (i) 1,050,000 shares of Common Stock sold on November 18, 2016 at a weighted average price per share of $11.7691 (in multiple transactions ranging from $11.7500 to $12.2200, inclusive); (ii) 1,786,744 shares of Common Stock sold on November 17, 2016 at a weighted average price per share of $11.7585 (in multiple transactions ranging from $11.7501 to $12.2800, inclusive); (iii) 49,962 shares of Common Stock sold on November 16, 2016 at a weighted average price per share of $12.005 (in multiple transactions ranging from $11.9600 to $12.0500, inclusive); (iv) 994 shares of Common Stock sold on November 14, 2016 at $12.30 per share; and (v) 12,300 shares of Common Stock sold on November 11, 2016 at a weighted average price per share of $12.3348 (in multiple transactions ranging from $12.3000 to $12.3500, inclusive).

(e)

As of November 18, 2016, the Reporting Persons ceased to be beneficial owners of more than five percent of the Company’s Common Stock.

Item 7.                                                         Material to Be Filed as Exhibits

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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 21, 2016

SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13D (HERITAGE COMMERCE CORP)

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