0001104659-15-003915.txt : 20150122 0001104659-15-003915.hdr.sgml : 20150122 20150122160208 ACCESSION NUMBER: 0001104659-15-003915 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150122 DATE AS OF CHANGE: 20150122 GROUP MEMBERS: CASTLE CREEK CAPITAL IV LLC GROUP MEMBERS: JOHN M. EGGEMEYER III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERITAGE OAKS BANCORP CENTRAL INDEX KEY: 0000921547 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770388249 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61499 FILM NUMBER: 15541853 BUSINESS ADDRESS: STREET 1: 545 12TH ST CITY: PASO ROBLES STATE: CA ZIP: 93446 BUSINESS PHONE: 8052395200 MAIL ADDRESS: STREET 2: 545 12TH ST CITY: PASO ROBLES STATE: CA ZIP: 93446 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE CREEK CAPITAL PARTNERS IV, LP CENTRAL INDEX KEY: 0001459707 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6051 EL TORDO STREET 2: P.O. BOX 1329 CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 8587568300 MAIL ADDRESS: STREET 1: 6051 EL TORDO STREET 2: P.O. BOX 1329 CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE CREEK CAPITAL PARTNERS IV LP DATE OF NAME CHANGE: 20090325 SC 13G/A 1 a15-2841_3sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

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:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 disclosures provided in a prior cover page.

 

The information required on 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).

 


 

CUSIP No. 42724R107

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
Castle Creek Capital Partners IV, LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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:
3,323,941 (1)

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
3,323,941 (1)

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,323,941 (1)

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
9.8% (1)(2)

 

 

12.

Type of Reporting Person (See Instructions):
PN (Limited Partnership)

 

(1) Castle Creek Capital Partners Fund IV, LP (“Fund IV”) also owns 348,697 shares of Series C Convertible Perpetual Preferred Stock (“Preferred Stock”).  As disclosed in the Company’s Form 8-K filed with the SEC on December 24, 2014, Fund IV and the Company are parties to an Exchange Agreement, pursuant to which, among other things, Castle Creek will exchange its shares of Preferred Stock for shares of Common Stock, on a one-for-one exchange ratio basis.  This exchange is anticipated to occur on or before March 31, 2015.  Since Fund IV does not currently have the right to acquire such Common Stock and has no voting or investment power over such Common Stock, those underlying shares of Common Stock are not included in the amount reported herein.

(2) Based on the Quarterly Report on Form 10-Q filed by the Company on October 31, 2014, there were 33,094,717 outstanding Common Shares as of October 24, 2014.  An additional 840,841 shares of Common Stock were issued to Fund IV in connection with the Exchange Agreement on December 24, 2014.

 

2


 

CUSIP No. 42724R107

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
Castle Creek Capital IV LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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:
3,323,941

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
3,323,941

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,323,941

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
9.8% (1)

 

 

12.

Type of Reporting Person (See Instructions):
OO (Limited Liability Company)

 

(1) Based on the Quarterly Report on Form 10-Q filed by the Company on October 31, 2014, there were 33,094,717 outstanding Common Shares as of October 24, 2014.  An additional 840,841 shares of Common Stock were issued to Fund IV in connection with the Exchange Agreement on December 24, 2014.

 

3


 

CUSIP No. 42724R1079

Schedule 13G

 

 

 

1.

Name of Reporting Persons:
John M. Eggemeyer III

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
3,323,941

 

6.

Shared Voting Power:
0

 

7.

Sole Dispositive Power:
3,323,941

 

8.

Shared Dispositive Power:
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,323,941

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9):
9.8% (1)

 

 

12.

Type of Reporting Person (See Instructions):
IN (Individual)

 

(1) Based on the Quarterly Report on Form 10-Q filed by the Company on October 31, 2014, there were 33,094,717 outstanding Common Shares as of October 24, 2014.  An additional 840,841 shares of Common Stock were issued to Fund IV in connection with the Exchange Agreement on December 24, 2014.

 

4


 

Item 1.

(a).

Name of Issuer
Heritage Oaks Bancorp

 

(b).

Address of Issuer’s Principal Executive Offices:
1222 Vine Street

Paso Robles, CA 93446

 

Item 2(a).

 

Name of Person Filing
See Item 2(c) below.

Item 2(b).

 

Address of Principal Business Office
See Item 2(c) below.

Item 2(c).

 

Citizenship

 

(i) Castle Creek Capital Partners IV, LP

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: State of Delaware

 

(ii) Castle Creek Capital IV LLC

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: State of Delaware

 

(iii) John M. Eggemeyer III

c/o Castle Creek Capital LLC

6051 El Tordo

Rancho Santa Fe, CA 92067

Citizenship: U.S.A.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

Item 2(d).

 

Title of Class of Securities:
Common Stock, no par value (the “Common Stock”)

Item 2(e).

 

CUSIP Number:
42724R107

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

5


 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the 3,323,941 Common Shares held directly by Castle Creek Capital Partners IV, LP.  Mr. Eggemeyer is a managing principal of Castle Creek Capital IV LLC, the sole general partner of Castle Creek Capital Partners IV, LP.  Castle Creek Capital IV, LLC and Mr. Eggemeyer each disclaim beneficial ownership of the Common Shares, except to the extent of their respective pecuniary interest in Castle Creek Capital Partners IV, LP.

 

(b)

Percent of class:   

Based on the Quarterly Report on Form 10-Q filed by the Company on October 31, 2014, there were 33,094,717 outstanding Common Shares as of October 24, 2014.  An additional 840,841 Common Shares were issued to Fund IV in connection with the Exchange Agreement on December 24, 2014, bringing the total number of outstanding shares to 33,935,558.  Based on this number of outstanding Common Shares, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.8% of the total number of outstanding Common Shares.

 

(c)

Number of shares as to which the reporting person has:

Castle Creek Capital Partners IV, LP

 

 

(i)

Sole power to vote or to direct the vote:   

3,323,941

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

3,323,941

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

 

Castle Creek Capital IV LLC

 

 

(i)

Sole power to vote or to direct the vote:   

3,323,941

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

6


 

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

3,323,941

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

 

John M. Eggemeyer III

 

 

(i)

Sole power to vote or to direct the vote:   

3,323,941

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

3,323,941

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

 

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.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

7


 

Item 10.

Certification.

 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  January 20, 2015

 

 

CASTLE CREEK CAPITAL PARTNERS IV, LP

 

 

 

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

Title:

President

 

 

 

 

CASTLE CREEK CAPITAL IV LLC

 

 

 

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

Title:

President

 

 

 

 

JOHN M. EGGEMEYER III

 

 

 

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13G (HERITAGE OAKS BANCORP)

 

8


 

EXHIBIT LIST

 

Exhibit 1

 

Joint Filing Agreement, dated as of January 20, 2015, by and among Castle Creek Capital Partners IV, LP, Castle Creek Capital IV LLC, and John M. Eggemeyer III.

 

9

 EX-1 2 a15-2841_3ex1.htm EX-1

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to shares of Common Stock of Heritage Oaks Bancorp and that this Joint Filing Agreement shall be included as an Exhibit to such filing.

 

The Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of January 20, 2015.

 

 

CASTLE CREEK CAPITAL PARTNERS IV, LP

 

 

 

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

Title:

President

 

 

 

 

CASTLE CREEK CAPITAL IV LLC

 

 

 

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

Title:

President

 

 

 

 

JOHN M. EGGEMEYER III

 

 

 

 

By:

/s/ John M. Eggemeyer III

 

Name:

John M. Eggemeyer III

 

 

 

 

SIGNATURE PAGE TO JOINT FILING AGREEMENT (HERITAGE OAKS BANCORP)

 

1