SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

O'NEIL ROBERT J

(Last)

(First)

(Middle)

C/O BANK OF COMMERCE HOLDINGS

1901 CHURN CREEK ROAD

(Street)

REDDING

96002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bank of Commerce Holdings [ BOCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP/Regional President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013

4. 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 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock			3⁽¹⁾				3,000⁽²⁾	D
Common Stock	01/06/2014		A4	1,004	A	$5.97	7,816⁽³⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.6⁽⁴⁾			3			12/31/2004	06/15/2014	Common Stock	1,800		1,800	D
Stock Option (Right to Buy)	$6.5⁽⁵⁾			3			10/14/2009⁽⁶⁾	10/14/2018	Common Stock	2,000		2,000	D
Stock Option (Right to Buy)	$4.05⁽⁷⁾			3			03/01/2012⁽⁸⁾	03/01/2022	Common Stock	14,000		14,000	D

Explanation of Responses:

1. The reporting person became subject to the filing requirements of Section 16(a) on December 17, 2013, but a Form 3 was not timely filed. The reporting person beneficially owned 3,000 shares of Common Stock of the issuer on December 17, 2013.

2. Since December 17, 2013, the reporting person has purchased 1,004 shares of Common Stock of the Issuer, and said transaction was reported timely on Form 4 filed with the SEC on January 8, 2014.

3. This line of information was previously reported on Form 4, which was timely filed with the SEC on 1/6/2014. The holding is not new but is being reported again (i) to reflect a change in the total amount of securities beneficially owned following reported transaction due to a typographical error and (ii) to indicate that the total includes 3,812 shares of the issuers common stock acquired through the reporting persons 401(k) account.

4. The Closing price of BOCH common stock on June 15, 2004 was $10.7083, as quoted on the NASDAQ Global Market.

5. The Closing price of BOCH common stock on October 14, 2008 was $6.4999, as quoted on the NASDAQ Global Market.

6. 20% of the options vest and become exercisable on each of October 14, 2009, 2010, 2011, 2012 and 2013.

7. Closing price of BOCH common stock on March 1, 2012, as quoted on the NASDAQ Global Market.

8. 20% of the options vest and become exercisable on each of March 1, 2012, 2013, 2014, 2015 and 2016.

	Andrea Schneck, Attorney-in-Fact	02/14/2014
	** 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 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).
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