HERITAGE COMMERCE CORP (NASDAQ:HTBK) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive
Agreement.

On May23, 2017, Heritage Commerce Corp, a California corporation
(the Company), entered into an underwriting agreement (the
Underwriting Agreement) with Sandler ONeill Partners, L.P., as
representative of the underwriters named therein, to issue and
sell to the public $40million aggregate principal amount of its
5.25% Fixed-to-Floating Rate Subordinated Notes due 2027 (the
Notes), at a public offering price equal to 50% of the aggregate
principal amount of the Notes (the Offering). The Company
estimates that the net proceeds from the Offering, after
deducting underwriting discounts and estimated offering expenses,
will be approximately $39.1million. The Underwriting Agreement
contains customary representations, warranties and agreements of
the Company, customary conditions to closing, obligations of the
parties and termination provisions. The foregoing description is
qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached hereto as Exhibit1.1 and
incorporated herein by reference. The Offering was completed on
May26, 2017.

The Notes were offered to a prospectus supplement, dated May23,
2017, to the prospectus dated September30, 2016 that forms part
of the Companys effective Registration Statement on FormS-3 (File
No.333-213625) filed by the Company with the U.S. Securities and
Exchange Commission under the Securities Act of 1933, as amended,
which became effective September30, 2016.

The Notes were issued to the Subordinated Indenture, dated as of
May26, 2017 (the Indenture), between the Company and Wilmington
Trust, National Association, as trustee (the Trustee), as
supplemented by the First Supplemental Indenture relating to the
Notes, dated as of May26, 2017, between the Company and the
Trustee (the First Supplemental Indenture). The Indenture, as
amended and supplemented by the First Supplemental Indenture,
governs the terms of the Notes and provides that the Notes are
unsecured, subordinated debt obligations of the Company. The
Notes will mature on June1, 2027. From and including the date of
issuance, but excluding June1, 2022, the Notes will bear interest
at an initial fixed rate of 5.25% per annum, payable
semi-annually. From and including June1, 2022 and thereafter, the
Notes will bear interest at a floating rate equal to the
then-current three-month LIBOR as calculated on each applicable
date of determination, plus 336.5 basis points (3.365%), payable
quarterly. The foregoing descriptions are qualified in their
entirety by reference to the Indenture, the First Supplemental
Indenture and the Notes, the form of which is attached as
ExhibitA to the First Supplemental Indenture. Copies of the
Indenture and the First Supplemental Indenture are attached
hereto as Exhibits 4.1 and 4.2, respectively, and are
incorporated herein by reference.

The Company is filing this Current Report on Form8-K to file with
the SEC certain items related to the offering of the Notes that
are to be incorporated by reference into its Registration
Statement on FormS-3 (File No.333-213625).

Item2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

The information set forth under the third paragraph of Item 1.01
above and the full text of the Indenture and the First
Supplemental Indenture, which are attached hereto as Exhibits 4.1
and 4.2, respectively, are incorporated by reference into this
Item 2.03

Item8.01Other Events

On May 26, 2017, the Company issued a press release announcing
the completion of the Offering, a copy of which is attached as
Exhibit 99.1 and is incorporated herein by reference.

About HERITAGE COMMERCE CORP (NASDAQ:HTBK)

Heritage Commerce Corp is a bank holding company. The Company, through its subsidiary Heritage Bank of Commerce (the Bank), provides a range of banking services. The Bank is a California state-chartered multi-community independent bank that offers a range of commercial banking services to small and medium-sized businesses and their owners, managers and employees. The Company offers a multitude of other products and services to complement its lending and deposit services. These include cashier’s checks, traveler’s checks, bank-by-mail, automated teller machines (ATMs), night depositories, safe deposit boxes, direct deposit, automated payroll services, electronic funds transfers, online banking, online bill pay, homeowner association services and other customary banking services. In addition to the traditional financial services offered, the Bank offers remote deposit capture, automated clearing house origination, electronic data interchange and check imaging.

HERITAGE COMMERCE CORP (NASDAQ:HTBK) Recent Trading Information

HERITAGE COMMERCE CORP (NASDAQ:HTBK) closed its last trading session down -0.10 at 13.51 with 75,522 shares trading hands.