HERITAGE COMMERCE CORP — M&A Activity 2019

Aug 20, 2019

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934*

Date of Report (Date of earliest event reported): August 20, 2019

*HERITAGE COMMERCE CORP*

(Exact name of registrant as specified in its charter)

California	000-23877	77-0469558
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 Almaden Boulevard, San Jose, California	95113
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 947-6900

*Not Applicable*

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	HTBK	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

SEQ.=1,FOLIO='',FILE='C:\JMS\105192\19-17389-1\task9466589\17389-1-ba.htm',USER='105192',CD='Aug 20 23:50 2019'

*Item 8 .01 Other Events .*

On August 20, 2019, Heritage Commerce Corp (“Heritage”) issued a press release announcing that the proposed merger between Heritage’s wholly-owned banking subsidiary, Heritage Bank of Commerce and Presidio Bank has received the required regulatory approvals from the Federal Reserve and California Department of Business Oversight. The consummation of the merger remains subject to approval of Heritage shareholders and Presidio Bank shareholders at meetings to be held on August 27, 2019 and satisfaction of customary closing conditions.

A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.

*Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated August 20, 2019.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105192\19-17389-1\task9466589\17389-1-ba.htm',USER='105192',CD='Aug 20 23:50 2019'

*SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 20, 2019

Heritage Commerce Corp
By:	/s/ Keith Wilton
	Keith Wilton
	President and Chief Executive Officer

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105192\19-17389-1\task9466589\17389-1-ba.htm',USER='105192',CD='Aug 20 23:50 2019'