Robertson Clay Jones JR - Mar 8, 2024 Form 4 Insider Report for HERITAGE COMMERCE CORP (HTBK)

Role
President and CEO, Director
Signature
/s/ Debbie Reuter as Attorney in fact for Robertson Clay Jones, JR.
Stock symbol
HTBK
Transactions as of
Mar 8, 2024
Transactions value $
$0
Form type
4
Date filed
3/12/2024, 01:54 PM
Previous filing
Jun 16, 2023
Next filing
May 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding HTBK Common Stock, No Par Value 214K Mar 8, 2024 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HTBK Performance-Based Restricted Stock Unit Award $0 +39.6K $0.00 39.6K Mar 8, 2024 Common Stock, No Par Value 39.6K $0.00 Direct F1, F2
transaction HTBK Restricted Stock Unit Award $0 +39.6K $0.00 39.6K Mar 8, 2024 Common Stock, No Par Value 39.6K $0.00 Direct F3, F4
holding HTBK Employee Stock Option (right to buy) 37.1K Mar 8, 2024 Heritage Commerce Corp - Common Stock 37.1K $4.92 Direct
holding HTBK Employee Stock Option (right to buy) 49.4K Mar 8, 2024 Heritage Commerce Corp - Common Stock 49.4K $10.74 Direct
holding HTBK Performance-Based Restricted Stock Unit 31.5K Mar 8, 2024 Common Stock, No Par Value 31.5K $0.00 Direct
holding HTBK Restricted Stock Unit 31.5K Mar 8, 2024 Common Stock, No Par Value 31.5K $0.00 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each performance-based restricted stock unit, or PRSU, represents a right to receive one share of Issuer common stock.
F2 The PRSUs will vest depending upon the Issuer's Return on Average Tangible Common Equity ("ROATCE") over a three-year period ("Performance Period"), relative to companies in a peer group selected by the Issuer as of the grant date ("Peer Group"). If the Issuer's ROATCE is at the 35th percentile of the Peer Group at the end of the Performance Period then 50% of the PRSUs will vest. If the Issuer's ROATCE is at the 50th percentile at the end of the Performance Period then 100% of the PRSUs will vest. If the Issuer's ROATCE is at the 75th percentile at the end of the Performance Period then 150% of the PRSUs will vest. Vesting between performance levels will be determined by straight-line interpolation. None of the PRSUs will vest if the Issuer's ROATCE does not exceed the 35th threshold of the Peer Group.
F3 Each restricted stock unit represents a right to receive one share of Issuer common stock.
F4 The restricted stock units vest in three equal installments commencing March 8, 2025, the first anniversary of the holder's grant date.