SUMMARY

This summary highlights selected information contained in this joint proxy statement/prospectus. It may not contain all of the information that is important to you in deciding how to vote on the matters that will be voted on at the Heritage meeting or Presidio meeting. You should carefully read this entire document and the other documents referred to in this joint proxy statement/prospectus for a more complete understanding of the merger described herein and the other matters that will be considered and voted on at the special meetings. In addition, we incorporate important business and financial information about Heritage by reference into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information.”

Unless the context otherwise requires, throughout this joint proxy statement/prospectus, we refer to the proposed merger of Presidio with and into HBC as the “merger,” and the agreement and plan of merger and reorganization, dated as of May 16, 2019, by and among Heritage, HBC, and Presidio as the “merger agreement.”

INFORMATION ABOUT THE COMPANIES

Heritage Commerce Corp and Heritage Bank of Commerce (see page [●])

150 Almaden Boulevard

San Jose, California 95113

(408) 947-6900

Heritage, a California corporation organized in 1997, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (referred to as the “BHCA”). Heritage provides a wide range of banking services through HBC, its wholly-owned subsidiary. HBC is a California state-chartered bank headquartered in San Jose, California and has been conducting business since 1994.

HBC is a multi-community independent bank that offers a full range of commercial banking services to small and medium-sized businesses and their owners, managers and employees. HBC operates through 14 full service branch offices located entirely in the western, southern and eastern regions of the general San Francisco Bay Area of California in the counties of Santa Clara, San Mateo, Alameda, Contra Costa, and San Benito. HBC’s market includes the headquarters of a number of technology-based companies in the region commonly known as “Silicon Valley.”

HBC’s lending activities are diversified and include commercial, real estate, construction and land development, consumer and Small Business Administration guaranteed loans. HBC generally lends in markets where it has a physical presence through its branch offices. HBC is able to attract deposits throughout its market area with a customer-oriented product mix, competitive pricing, and convenient locations. HBC offers a wide range of deposit products for business banking and retail markets. HBC offers a multitude of other products and services to complement its lending and deposit services. In addition, Bay View Funding, a wholly owned subsidiary of HBC, provides factoring financing throughout the United States.

As a bank holding company, Heritage is subject to the supervision of the Board of Governors of the Federal Reserve System (referred to as the “Federal Reserve”). Heritage is required to file with the Federal Reserve reports and other information regarding its business operations and the business operations of its subsidiaries. As a California chartered bank, HBC is subject to primary supervision, periodic examination, and regulation by the

Department of Business Oversight—Division of Financial Institutions (referred to as “DBO”), and by the Federal Reserve, as its primary federal regulator.

At March 31, 2019, Heritage had consolidated assets of $3.1 billion, deposits of $2.6 billion and shareholders’ equity of $378.5 million.

Heritage principal executive office is located at 150 Almaden Boulevard, San Jose, California 95113, telephone number: (408) 947-6900. Heritage’s website is www.heritagecommercecorp.com. Heritage’s website is not part of or otherwise incorporated by reference into this joint proxy statement/prospectus.

Heritage’s common stock is listed on the NASDAQ Stock Market under the symbol “HTBK.”

For further information, see “Information about the Companies—Heritage Commerce Corp and Heritage Bank of Commerce” beginning on page [●].

Presidio Bank (see page [●])

1 Montgomery Street, Suite 2300

San Francisco, California 94104

(415) 229-8400

Presidio is a commercial bank regulated by the DBO and, as a state-member bank, the Federal Reserve.

Presidio commenced operations on July 24, 2006. Presidio provides business banking services to small and mid-size businesses, including professional service firms, real estate developers and investors, and not-for-profit organizations, and to their owners who desire personalized, responsive service with access to local decision makers. Presidio offers clients the resources of a large bank combined with the personalized services of a neighborhood bank.

Presidio is headquartered in San Francisco, California and operates five banking offices in San Francisco, Walnut Creek, San Rafael, San Mateo, and Palo Alto.

Presidio’s principal executive office is located at 1 Montgomery Street, Suite 2300, San Francisco, CA 94104, telephone number: (415) 229-8400. Presidio’s website is www.presidiobank.com. Presidio’s website is not a part of or otherwise incorporated by reference into this joint proxy statement/prospectus.

As of March 31, 2019, Presidio had total assets of $906.1 million, total loans of $705.1 million, total deposits of $793.7 million, shareholders’ equity of $92.6 million and 65 full-time equivalent employees.

Presidio’s common stock is quoted on the OTC Bulletin Board under the symbol “PDOB.”

For further information, see “Information about the Companies—Presidio Bank” beginning on page [●].

Subject to the terms and conditions of the merger agreement described in this joint proxy statement/prospectus, and in accordance with California law, Presidio will merge with and into HBC, the separate existence of Presidio will cease and HBC will continue as the surviving corporation immediately upon the closing of the merger. HBC’s articles of incorporation and bylaws, as in effect immediately prior to the closing of the merger, will be the articles of incorporation and bylaws of the combined company. We refer in this joint proxy statement/prospectus to Presidio and Heritage, on a consolidated basis in their capacity with HBC as the legal surviving corporation, as the “combined company.”

Presidio Common Shareholders Will Receive 2.47 Shares of Heritage Common Stock For Each Share of Presidio Common Stock (see page [ ● ])

The merger agreement provides that Presidio common shareholders will receive 2.47 shares of Heritage common stock for each share of Presidio common stock they own, subject to the terms of the merger agreement.

Upon completion of the merger, current Heritage shareholders and current Presidio shareholders will own approximately 73.5% and 26.5%, respectively, of the combined company. It is a condition to completion of the merger that the shares of Heritage common stock issued in the merger shall be listed for trading on the NASDAQ Global Select Market, which is the stock exchange on which Heritage common stock is currently listed for trading. Upon completion of the merger, the Presidio common stock currently quoted on the OTC Bulletin Board will cease to be quoted.

Assuming the number of shares of Presidio common stock and Presidio restricted stock units outstanding at the time of the merger equals the number of shares outstanding on May 16, 2019 and that the value of Heritage common stock equals $12.22 per share, the closing price as of May 16, 2019, the day of, and immediately prior to, the first public announcement of the terms of the merger, the aggregate merger consideration for those Presidio shares would be approximately $200.3 million. As noted below, however, the total value of Heritage common stock issued to Presidio shareholders upon completion of the merger will fluctuate based on the share price of Heritage common stock and the number of shares of Presidio common stock, restricted stock units and stock options outstanding on the date of the merger.

Merger Consideration Is Fixed (see page [ ● ])

The per share exchange ratio in the merger will not be adjusted to reflect Heritage common stock price changes between now and the closing. Accordingly, the dollar value of the merger consideration that Presidio shareholders may receive will change depending on fluctuations in the market price of Heritage common stock and will not be known at the time you vote on the merger.

Based on the closing price of Heritage common stock on May 16, 2019, the day of, and immediately prior to, the first public announcement of the terms of the merger, the merger consideration will represent a value of $30.18 per share of Presidio common stock. Using the closing price of Heritage common stock on [●], 2019 (the most recent day for which information was available prior to the printing and mailing of this joint proxy statement/prospectus), the merger consideration will represent a value of $[●] per share of Presidio common stock. You should obtain current stock quotations for Heritage common stock, which is listed on the NASDAQ Global Select Market under the symbol “HTBK.”

Voting and Support Agreements (see page [ ● ])

All of the directors and executive officers of Presidio have entered into voting and support agreements pursuant to which they have agreed, as applicable, to vote “FOR” the proposals set forth in this joint proxy statement/prospectus. As of the record date, the directors and executive officers of Presidio beneficially owned and were

entitled to vote [●] shares of Presidio common stock, representing approximately 10% of the shares of Presidio common stock outstanding on that date. For more information regarding the voting and support agreements, see the section entitled “The Merger Agreement—Presidio Voting and Support Agreements” beginning on page [●].

Our Boards of Directors Unanimously Recommend that Heritage Shareholders and Presidio Shareholders Approve the Merger Agreement and the Merger (see pages [ ● ] and [ ● ])

Heritage Shareholders . After careful consideration, the Heritage board of directors has unanimously determined that the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the issuance of Heritage shares to Presidio shareholders in the merger, are advisable and in the best interests of Heritage and its shareholders and unanimously recommends that Heritage shareholders vote “FOR” the approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Heritage share issuance.

Presidio Shareholders . After careful consideration, the Presidio board of directors has unanimously determined that the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Presidio and its shareholders and unanimously recommends that Presidio shareholders vote “FOR” the approval of the principal terms of the merger agreement.

Factors Considered by Our Boards of Directors . In determining whether to approve the merger, our boards of directors each evaluated the merger and the merger agreement, in consultation with our respective senior managements and legal and financial advisors, and considered the respective strategic, financial and other considerations referred to under “The Merger—Heritage’s Reasons for the Merger; Recommendation of the Merger by the Heritage Board of Directors” beginning on page [●]and “The Merger—Presidio’s Reasons for the Merger; Recommendation of the Merger by the Presidio Board of Directors” beginning on page [●].

Opinions of Presidio’s and Heritage’s Respective Financial Advisors (see page [ ● ])

Opinion of Heritage’s Financial Advisor . In connection with the Heritage board of directors’ consideration of the merger, Heritage’s financial advisor, D.A. Davidson & Co., or Davidson, provided its opinion to the Heritage board of directors dated as of May 16, 2019 that, as of that date, and based upon and subject to the assumptions, considerations, qualifications and limitations set forth in its opinion, the aggregate merger consideration in the proposed merger was fair, from a financial point of view, to Heritage. The full text of Davidson’s opinion is attached as Annex B to this joint proxy statement/prospectus. Holders of Heritage common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Opinion of Presidio’s Financial Advisor . In connection with the Presidio board of directors’ consideration of the merger, Presidio’s financial advisor, Sandler O’Neill & Partners, L.P., or Sandler, provided its opinion to the Presidio board of directors, dated May 16, 2019, to the effect that, as of such date and based upon the qualifications and assumptions set forth in the written opinion, the per share exchange ratio was fair, from a financial point of view, to the holders of Presidio common stock. The full text of Sandler’s opinion is attached as Annex C to this joint proxy statement/prospectus. Holders of Presidio common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Presidio Shareholders Will Have Dissenters’ Rights (see page [ ● ])

Under the California Corporations Code, Presidio common shareholders will be entitled to dissenters’ rights in connection with the merger. Presidio shareholders who do not vote in favor of the merger, timely file written demands that Presidio acquire their shares of Presidio common stock for cash and comply with the other procedural requirements set forth in California Corporations Code Sections 1300, et. seq. may demand that

Presidio acquire their shares of Presidio common stock for cash at their fair market value as of May 16, 2019, the day of, and immediately prior to, the first public announcement of the terms of the merger, excluding any appreciation or depreciation in consequence of the merger.

The provisions of California law governing dissenters’ rights are complex, and you should study them carefully if you hold any such shares and wish to exercise your dissenters’ rights. A copy of Sections 1300-1313 of the California Corporations Code is attached to this joint proxy statement/prospectus as Annex D. For a more detailed discussion of dissenters’ rights under California law, see “The Merger— Dissenters’ Rights for Holders of Presidio Shares” beginning on page [●] of this joint proxy statement/prospectus.

Heritage Shareholders Will Not Have Dissenters’ Rights

Holders of Heritage common stock will not be entitled to dissenters’ rights in connection with the merger under California law.

Interests of Directors and Executive Officers of Presidio in the Merger (see page [ ● ])

Directors and executive officers of Presidio have interests in the merger that are different from, or are in addition to, the interests of the shareholders of Presidio. These interests include, but are not limited to:

The board of directors of Heritage and Presidio were aware of the foregoing interests and considered them, among other matters, in approving the merger agreement and the merger. For a more complete description of the interests of Presidio’s directors and executive officers in the merger, see “The Merger—Interests of Presidio Directors and Executive Officers in the Merger” beginning on page [●].

Boards of Directors and Officers of Heritage and HBC After the Merger (page [ ● ])

The directors and officers of Heritage and HBC immediately prior to the effective time of the merger will be the directors and officers of Heritage and the surviving corporation until the earlier of their resignation or removal or until their respective successors are duly appointed and qualified. In addition, Mr. Jones, President of Presidio, will become an executive officer of Heritage and HBC following the closing and, prior to the closing of the merger, the Heritage board of directors and the HBC board of directors will take all actions necessary to appoint Stephen Heitel, the current Chief Executive Officer and a member of the board of directors of Presidio, Bruce H. Cabral and Marina H. Park, both current members of the Presidio board of directors, to the Heritage board of directors and HBC board of directors effective upon the closing of the merger. Subject to its fiduciary duty, the Heritage board of directors also will recommend that these three individuals be included as director candidates for election in the Heritage proxy statement for the 2020 and 2021 annual meetings of Heritage shareholders.

The Heritage bylaws provide that number of directors of Heritage shall be not less than nine nor more than 15. The bylaws provide that the exact number of directors shall be set, from time to time, within these limits by the Heritage board of directors. The Heritage board of directors has currently fixed the number of directors at 10. However, prior to the consummation of the merger, the Heritage board of directors will fix the number of directors at 13. HBC has substantially the same provisions in its bylaws. Therefore, the addition of the three new directors is not required to be approved by the Heritage shareholders and a further amendment to the Heritage bylaws is not required.

Regulatory Approvals Required for the Merger (see page [ ● ])

Heritage, HBC and Presidio have each agreed to use reasonable commercial efforts to obtain all regulatory approvals required to complete the merger. Regulatory approvals are required from the DBO and the Federal Reserve. Heritage has confirmed that no approval is required for the holding company from the Federal Reserve as the merger meets the requirements of the approval exemption set forth in Section 225.12(d)(1) of Regulation Y under the BHC Act. As of the date of this joint proxy statement/prospectus, Heritage, HBC and Presidio have submitted applications and notifications to obtain the required regulatory approvals. There can be no assurances that such approvals will be received on a timely basis, or as to the ability of Heritage, HBC and Presidio to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. The regulatory approvals required for the completion of the merger are described in more detail under the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page [●].

Expected Timing of the Merger

We expect to complete the merger in the fourth quarter of 2019 if we receive shareholder and regulatory approvals for the merger and the other conditions to closing are satisfied. The merger agreement provides that it may be terminated by either Heritage or Presidio if the merger has not been consummated by March 1, 2020.

Conditions to Each Party’s Obligations (see page [ ● ])

The respective obligations of Heritage and HBC, on the one hand, and Presidio, on the other, to complete the merger are each subject to the satisfaction or waiver of the following conditions:

The obligation of Heritage and HBC to consummate the merger is also conditioned upon holders of not more than 10% of the outstanding shares of Presidio common stock exercising their dissenters’ rights.

The obligation of Presidio to consummate the merger is also conditioned upon the Heritage board of directors and the HBC board of directors having taken all action necessary to appoint three members of the current board of directors of Presidio to serve as directors on the Heritage board of directors and the HBC board of directors upon the closing of the merger.

In addition, the obligations of Presidio and Heritage to consummate the merger is conditioned upon Heritage shareholders approving an increase in the number of authorized shares of common stock.

No Solicitation of Competing Offers (see page [ ● ])

Under the terms of the merger agreement, Presidio has agreed not to solicit, initiate, encourage, induce, or facilitate any inquiries, offers or the making or announcement of any proposal or other action designed to facilitate any inquires or proposals with respect to, furnish or provide access to any information to any person in connection with or respond to, or initiate, engage or participate in discussions or negotiations with any person as to any, acquisition proposal or that may reasonably be expected to lead to an acquisition proposal (as defined below in the section entitled “The Merger Agreement-Covenants and Agreements-No Solicitation of Alternative Transactions”).

Notwithstanding these restrictions, the merger agreement provides that, under specified circumstances, in response to an unsolicited bona fide written acquisition proposal received prior to the special shareholders’ meeting which, in the good faith judgment of the Presidio Bank board of directors, constitutes or is more likely than not to result in a proposal which is superior to the merger with Heritage, and the Presidio board of directors determines in good faith (and after consultation with its financial and outside legal counsel) that failure to take such actions would or reasonably likely result in a violation of its fiduciary duties under applicable law, Presidio may furnish information regarding Presidio and participate in discussions and negotiations with such third party as discussed below in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions.”

Under the terms of the merger agreement, none of the members of the board of directors of Presidio may, except as expressly permitted by the merger agreement, make a change of recommendation (as defined below in the section entitled “The Merger Agreement—Covenants and Agreements—Presidio Board Recommendation”), or cause or commit Presidio to enter into any agreement or understanding other than the confidentiality agreement referred to above relating to any alternative acquisition proposal made to Presidio. Nevertheless, in the event that Presidio receives an alternative acquisition proposal that the Presidio board of directors concludes in good faith, constitutes or is more likely than not to result in a superior proposal, the board of directors of Presidio may make a change of recommendation or terminate the merger agreement to enter into a definitive agreement for a superior proposal, subject, in each case, to Presidio complying with the procedures and other provisions set forth in the merger agreement with respect to an alternative acquisition proposal, all as further described in the sections entitled “The Merger Agreement—Covenants and Agreements, No Solicitation of Alternative Transactions,” “The Merger Agreement—Termination” and “The Merger Agreement—Termination Fee.” Presidio has agreed to call and hold a special meeting at which shareholders will consider and vote upon the merger proposal, even if Presidio receives an alternative acquisition proposal or makes an adverse change of recommendation, unless the merger agreement is terminated in accordance with its terms (including termination to enable Presidio to enter into a superior proposal).

Termination of the Merger Agreement (see page [ ● ])

The merger agreement may be terminated under the following circumstances:

Termination Fee (see page [ ● ])

Presidio has agreed to pay Heritage a termination fee of $8,000,000 in the following circumstances:

The termination fee could discourage other companies from seeking to acquire or merge with Presidio prior to completion of the merger. For more information, see “The Merger Agreement—Termination Fee.”

Material U.S. Federal Income Tax Consequences of the Merger (see page [ ● ])

The merger has been structured to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and it is a condition to our respective obligations to complete the merger that Heritage and Presidio each receive a legal opinion from its legal counsel to the effect that the merger will so qualify. If the merger qualifies as a “reorganization” for U.S. federal income tax purposes and you are a holder of Presidio common stock, you generally will not recognize any gain or loss upon the receipt of Heritage common stock in exchange for Presidio common stock in the merger, except with respect to cash received for fractional shares of Heritage. Presidio shareholders who exercise their dissent rights with respect to the merger generally will recognize gain or loss. If you are a holder of Heritage common stock who will retain your Heritage common stock without change, you will not recognize any gain or loss for U.S. federal income tax purposes.

The U.S. federal income tax consequences of the merger to you will depend upon your own particular facts and circumstances. In addition, you may be subject to state, local or foreign tax laws, none of which is discussed in this joint proxy statement/prospectus. You should, therefore, consult with your own tax advisor for a complete understanding of the tax consequences of the merger to you. For more information, see the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●].

Non-Competition, Non-Solicitation and Non-Disclosure Agreement (see page [ ● ])

Concurrently with the execution and delivery of the merger agreement:

Additionally, these directors and executive officers of Presidio have agreed, among other things, not to make use of any trade secrets of Presidio or disclose any trade secrets to any other person on the terms set forth in their respective non-competition, non-solicitation and non-disclosure agreement.

The Rights of Presidio Shareholders Will Change as Result of the Merger (see page [ ● ])

The rights of Presidio shareholders who continue as Heritage shareholders after the merger will be governed by the articles of incorporation and bylaws of Heritage rather than the articles of incorporation and bylaws of Presidio. For more information, see the section entitled “Comparison of Shareholders Rights” beginning on page [●].

Risk Factors (see page [ ● ])

Before voting at the Heritage meeting or Presidio meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” beginning on page [●] and the risk factors described in Heritage’s Annual Report on Form 10-K for the year ended December 31, 2018 and other reports filed with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information.”

THE SPECIAL MEETINGS

Heritage Special Meeting (see page [ ● ])

The Heritage meeting will be held at the Heritage principal offices located at 150 Almaden Boulevard, San Jose, California 95113 on [●], 2019, starting at 1:00 PM, local time. At the Heritage meeting, the holders of Heritage common stock will be asked to vote on the following matters:

You may vote at the Heritage meeting if you owned shares of Heritage common stock at the close of business on July 10, 2019. On that date, [●] shares of Heritage common stock were outstanding, [●]% of which were owned and entitled to be voted by Heritage directors and executive officers. We currently expect that Heritage’s directors and executive officers will vote their shares in favor of the merger and the amendment to the Heritage articles of incorporation, although none of them have entered into any agreement obligating them to do so.

The affirmative vote of a majority of the shares of Heritage common stock outstanding on the record date will be required to approve the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Heritage share issuance. The affirmative vote of a majority of the shares of Heritage common stock outstanding on the record date will be required to approve the proposal to amend the Heritage articles of incorporation. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Heritage common stock represented (in person or by proxy) at the Heritage meeting and voting on the proposal (which affirmative vote constitutes at least a majority of the required quorum). See “Heritage Special Meeting” beginning on page [●] for information regarding voting at the Heritage meeting.

Presidio Special Meeting (see page [ ● ])

The Presidio meeting will be held at 120 Kearny Street, San Francisco, California 94108 on [●], 2019 at 1:00 PM. At the Presidio meeting, Presidio shareholders will be asked to vote on the following matters:

You may vote at the Presidio meeting if you owned shares of Presidio common stock at the close of business on July 10, 2019. On that date, [●] shares of Presidio common stock were outstanding.

The affirmative vote of a majority of the shares of Presidio common stock outstanding on the record date will be required to approve the principal terms of the merger agreement and the transactions contemplated by the merger

agreement, including the merger. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Presidio common stock represented (in person or by proxy) at the Presidio meeting and voting on the proposal (which affirmative vote constitutes at least a majority of the required quorum). See “Presidio Special Meeting” beginning on page [●] for information regarding voting at the Presidio meeting.

All of the directors and executive officers of Presidio have entered into voting and support agreements with Heritage, pursuant to which they have agreed to vote “FOR” the merger proposal. As of the record date, the Presidio directors and executive officers beneficially owned and were entitled to vote [●] shares of Presidio common stock, representing approximately 10% of the shares of Presidio common stock outstanding on that date.

Notes: