MANULIFE FINANCIAL CORP

SC 13G/A 1 manulife_sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Heritage Oaks Bancorp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42724R107
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this
Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X
Rule 13d-1(c)
Rule
13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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 ("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).

PAGE 1 OF 8 PAGES

CUSIP No. 42724R107

| 1 | NAME OF REPORTING PERSON Manulife Financial
Corporation | |
| --- | --- | --- |
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING
POWER |
| | | -0- |
| | 6 | SHARED VOTING
POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE
POWER |
| | | -0- |
| | 8 | SHARED DISPOSITIVE
POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | None, except through its indirect, wholly-owned subsidiaries,
Manulife Asset Management (US) LLC and Manulife Asset Management (North
America) Limited | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 | |
| | See line 9 above. | |
| 12 | TYPE OF
REPORTING PERSON * | |
| | HC | |
| SEE INSTRUCTIONS | | |

PAGE 2 OF 8 PAGES

CUSIP No. 42724R107

| 1 | NAME OF REPORTING PERSON Manulife Asset Management (US)
LLC | |
| --- | --- | --- |
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING
POWER |
| | | 1,718,758 |
| | 6 | SHARED VOTING
POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE
POWER |
| | | 1,718,758 |
| | 8 | SHARED DISPOSITIVE
POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 1,718,758 | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 | |
| | 5.19% | |
| 12 | TYPE OF
REPORTING PERSON * | |
| | IA | |
| SEE
INSTRUCTIONS | | |

PAGE 3 OF 8 PAGES

CUSIP No. 42724R107

| 1 | NAME OF REPORTING PERSON Manulife Asset Management (North
America) Limited | |
| --- | --- | --- |
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING
POWER |
| | | 5,667 |
| | 6 | SHARED VOTING
POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE
POWER |
| | | 5,667 |
| | 8 | SHARED DISPOSITIVE
POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 5,667 | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 | |
| | 0.02% | |
| 12 | TYPE OF
REPORTING PERSON * | |
| | IA | |
| SEE
INSTRUCTIONS | | |

PAGE 4 OF 8 PAGES

| Item
1(a) | Name of
Issuer : |
| --- | --- |
| | Heritage Oaks Bancorp |
| Item
1(b) | Address of Issuer's Principal
Executive Offices : |
| | 1222 Vine St. |
| | Paso Robles, California 93446 |
| Item
2(a) | Name of Person
Filing : |
| | This
filing is made on behalf of Manulife Financial Corporation ("MFC") and
MFCs indirect, wholly-owned subsidiaries, Manulife Asset Management
(North America) Limited ("MAM (NA)") and Manulife Asset Management (US)
LLC ("MAM (US)"). |
| Item
2(b) | Address of Principal Business Office : |
| | The
principal business offices of MFC and MAM (NA) are located at 200 Bloor
Street East, Toronto, Ontario, Canada, M4W 1E5. |
| | The
principal business office of MAM (US) is located at 197 Clarendon Street,
Boston, Massachusetts 02116. |
| Item
2(c) | Citizenship : |
| | MFC
and MAM (NA) are organized and exist under the laws of
Canada. |
| | MAM
(US) is organized and exists under the laws of the State of
Delaware. |
| Item
2(d) | Title of Class of Securities : |
| | Common Stock |
| Item
2(e) | CUSIP Number : |
| | 42724R107 |
| Item
3 | If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a : |

| MFC: | (g) (X) | a parent holding company or
control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| --- | --- | --- |
| MAM (US): | (e) (X) | an investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E). |
| MAM (NA): | (e) (X) | an investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E). |

Item 4
(a) Amount
Beneficially Owned : MAM (NA) has beneficial
ownership of 5,667 shares of Common Stock and MAM (US) has beneficial
ownership of 1,718,758 shares of Common Stock. Through its
parent-subsidiary relationship to MAM (NA) and MAM (US), MFC may be deemed
to have beneficial ownership of these same shares.
(b) Percent
of Class : Of the 33,094,717 shares of Common Stock
outstanding as of October 24, 2014 according to the Form 10-Q filed by the
issuer with the Securities and Exchange Commission on October 31, 2014,
MAM (NA) held 0.02% and MAM (US) held 5.19%.
(c) Number of
shares as to which the person has :
(i)	sole
power to vote or to direct the vote:
	MAM
(US) has sole power to vote or to direct the voting of the shares of
Common Stock beneficially owned by them.
(ii)	shared power to vote or to direct the vote:
-0-
(iii)	sole power to dispose or to direct the disposition of:
	MAM (US) has sole power to dispose or to direct the disposition of
the shares of Common Stock beneficially owned by them.
(iv)	shared power to dispose or to direct the disposition of:
-0-

PAGE 5 OF 8 PAGES

| Item
5 | Ownership of Five Percent or Less of a
Class : |
| --- | --- |
| | Not
applicable. |
| Item
6 | Ownership of More than Five Percent on Behalf of Another
Person : |
| | Not
applicable. |
| Item
7 | Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person : |
| | See
Items 3 and 4 above. |
| Item
8 | Identification and Classification of Members of the
Group : |
| | Not
applicable. |
| Item
9 | Notice of Dissolution of Group : |
| | Not
applicable. |
| Item
10 | Certification : |
| | By
signing below the undersigned certifies that, to the best of its knowledge
and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect. |

PAGE 6 OF 8 PAGES

SIGNATURE

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

| | Manulife Financial
Corporation — By: | /s/ Graham A. Miller |
| --- | --- | --- |
| | Name: | Graham A. Miller |
| Dated: February 11, 2015 | Title: | Agent* |
| | Manulife Asset Management (North America)
Limited | |
| | By: | /s/ Warren Rudick |
| | Name: | Warren Rudick |
| Dated: February 11, 2015 | Title: | Associate General Counsel and Assistant Secretary |
| | Manulife Asset Management (US)
LLC | |
| | By: | /s/ William E. Corson |
| | Name: | William E. Corson |
| Dated: February 11, 2015 | Title: | Vice
President and Chief Compliance Officer |

Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

PAGE 7 OF 8 PAGES

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC agree that the Schedule 13G (Amendment No. 3) to which this Agreement is attached, relating to the Common Stock of Heritage Oaks Bancorp, is filed on behalf of each of them.

Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

PAGE 8 OF 8 PAGES

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