SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Benito Michael Eugene (Last) (First) (Middle) 14911 BLOSSOM HILL ROAD (Street) LOS GATOS CA 95032 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/26/2012	3. Issuer Name and Ticker or Trading Symbol HERITAGE COMMERCE CORP [ HTBK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP/Business Banking Division	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Heritage Commerce Corp - Common Stock	7,600	D
Heritage Commerce Corp - Common Stock	540	I	Indirect by spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	11/28/2003	11/28/2013	Heritage Commerce Corp - Common Stock	25,000	$12.5	D
Incentive Stock Option (right to buy)	02/16/2006	02/16/2016	Heritage Commerce Corp - Common Stock	4,409	$22.78	D
Incentive Stock Option (right to buy)	05/04/2007	05/04/2017	Heritage Commerce Corp - Common Stock	155	$23.89	D
Non-Qualified Stock Option (right to buy)	07/26/2010	07/26/2020	Heritage Commerce Corp - Common Stock	4,500	$3.57	D
Non-Qualified Stock Option (right to buy)	05/04/2009	05/04/2019	Heritage Commerce Corp - Common Stock	4,500	$7.43	D
Non-Qualified Stock Option (right to buy)	05/22/2008	05/22/2018	Heritage Commerce Corp - Common Stock	7,000	$16	D
Non-Qualified Stock Option (right to buy)	02/16/2006	02/16/2016	Heritage Commerce Corp - Common Stock	591	$22.78	D
Non-Qualified Stock Option (right to buy)	05/04/2007	05/04/2017	Heritage Commerce Corp - Common Stock	6,845	$22.89	D
Non-Qualified Stock Option (right to buy)	08/03/2006	08/03/2016	Heritage Commerce Corp - Common Stock	5,000	$23.85	D

Explanation of Responses:

	By: Debbie Reuter as Attorney in fact For: Michael Benito	02/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.