Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
WYCOFF W KIRK
   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)
(Last)
(First)
(Middle)
PATRIOT FINANCIAL PARTNERS, LP, 2929 ARCH STREET, 27TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
09/12/2016
(Street)

PHILADELPHIA, PA 19104		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/12/2016   A   1,829,000 (1) A $ 3.75 3,784,351 I Indirect By Partnership (2)
Common Stock 09/12/2016   A   316,000 (3) A $ 3.75 652,853 I Indirect By Partnership (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock $ 3.75 09/12/2016   D     2,145,000 08/26/2010(4) 08/26/2020 Heritage Commerce Corp - Common Stock 2,145,000 $ 3.75 0 I Indirect by Partnership (2)
Standard Employee Option - NSO $ 5.16             06/16/2011 06/16/2021 Common Stock 4,000   4,000 D  
Standard Employee Option - NSO $ 6.39             05/01/2012 05/01/2022 Common Stock 4,000   4,000 D  
Standard Employee Option - NSO $ 6.57             04/30/2013 04/30/2023 Common Stock 4,000   4,000 D  
Standard Employee Option - NSO $ 8.07             02/27/2014 02/27/2024 Common Stock 4,000   4,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WYCOFF W KIRK
PATRIOT FINANCIAL PARTNERS, LP
2929 ARCH STREET, 27TH FLOOR
PHILADELPHIA, PA 19104		   X      

Signatures

 Debbie Reuter as Attorney in fact for Kirk Wycoff   09/14/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares of common stock acquired by Patriot Financial Partners, L.P. were acquired in exchange for shares of Series C Preferred Stock of the Issuer, using an exchange ratio equivalent to the conversion ratio of such Series C Preferred Stock.
(2) The securities are held by Patriot Financial Partners, L.P. (the "Patriot Fund") and Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," together with the Patriot Fund, the "Funds"). Patriot Financial Partners, GP, L.P. ("Patriot GP") is a general partner of each of the Funds, and Patriot Financial Partners, GP, LLC ("Patriot LLC") is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
(3) The shares of common stock acquired by Patriot Financial Partners Parallel, L.P. were acquired in exchange for shares of Series C Preferred Stock of the Issuer, using an exchange ratio equivalent to the conversion ratio of such Series C Preferred Stock.
(4) The Series C Preferred Stock was automatically convertible following the subsequent transfer of the Series C Preferred stock to a transferee not affiliated with the holder in a widely dispersed offering.

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