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Section 1: 4 (PRIMARY DOCUMENT)

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 *
Hallgrimson Steven L.
  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)
150 ALMADEN BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2018
(Street)

SAN JOSE, CA 95113
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, No Par Value 12/12/2018   P   7,000 A $12.991(1) 90,628 D  
Common Stock, No Par Value               5,300(2) I Indirect By Other Beneficiary Type
Common Stock, No Par Value               3,000 I Indirect By Spouse
Common Stock, No Par Value               2,900 I Indirect By Trust
Common Stock, No Par Value               2,000 I Personal IRA
Common Stock, No Par Value               4,000 I Private Foundation
Common Stock, No Par Value               3,500 I SEP IRA
Common Stock, No Par Value               7,000 I With Son in an LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Standard Employee Option - NSO $6.39             05/01/2012 05/01/2022 Common Stock, No Par Value 1,172   1,172 D  
Standard Employee Option - NSO $6.57             04/30/2013 04/30/2023 Common Stock, No Par Value 2,169   2,169 D  
Standard Employee Option - NSO $8.07             02/27/2014 02/27/2024 Common Stock, No Par Value 3,004   3,004 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hallgrimson Steven L.
150 ALMADEN BLVD.
SAN JOSE, CA 95113
  X      

Signatures

 /s/ Debbie Reuter as Attorney in fact for Steven L. Hallgrimson   12/14/2018
**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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.9600 to $13.0000, inclusive. The reporting person undertakes to provide to Heritage Commerce Corp, any security holder of Heritage Commerce Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4.
(2) Reflects shares pursuant to which the reporting person has a power of attorney. The number of shares reported excludes 11,000 shares previously reported because the reporting person no longer has a power of attorney with respect to the shares. The reporting person did not have any pecuniary interest in the 11,000 shares or the shares reported in the table and disclaims beneficial ownership to the shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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