Jones Robertson Clay JR's Form 4/A amendment
AmendedHeritage Commerce Corp (HTBK) · filed Mar 26, 2025
- Accession no.
- 0001593968-25-000415
- Filed
- Mar 26, 2025
- Trade date
- Mar 8-10, 2025
- Filing delay
- 18 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Mar 11, 2025
This filing lists 3 non-derivative transactions and 3 derivative transactions. Open-market sales total $50.1K. It was filed 18 days after the trade.
This amendment replaces 0001593968-25-000343 (filed Mar 11, 2025).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Jones Robertson Clay JRCIK 0001788938 | Director, Officer (President and CEO) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 8, 2025 | Common Stock, No Par Value | MOption exerciseAcquired | +13,212 | $0.00 | $0 | 258,651 | Direct | |
| Mar 8, 2025 | Common Stock, No Par Value | AGrant or awardAcquired | +721 | $0.00 | $0 | 259,372 | Direct | |
| Mar 10, 2025 | Common Stock, No Par Value | SSaleDisposed | −5,145 | $9.73 | −$50,060.85 | 254,227 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 8, 2025 | Common Stock, No Par Value | MOption exerciseDisposed | −13,212 | $0.00 | $0 | 26,424 | Direct | |
| Mar 10, 2025 | Common Stock, No Par Value | AGrant or awardAcquired | +29,691 | $0.00 | $0 | 29,691 | Direct | |
| Mar 10, 2025 | Common Stock, No Par Value | AGrant or awardAcquired | +29,690 | $0.00 | $0 | 29,690 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The reporting person acquired 721 shares of the Company's Common Stock as a result of stock dividends payable to the reporting person upon the partial vesting of the Restricted Stock Units, or RSUs grant.
- F2
The RSUs vest in three equal installments commencing on March 8, 2025, the first anniversary of the holders' grant date. The remaining RSUs will vest in two equal installments commencing on 3/8/2026.
- F3
Each RSU represents a right to receive one share of Issuer common stock.
- F4
The RSUs vest in three equal installments commencing March 10, 2026, the first anniversary of the holder's grant date.
- F5
On March 11, 2025, the reporting person filed a Form 4 which reported awards by the Company for a certain number of RSUs and PRSUs. This amendment reflects a correction by the Company and the reporting person to the number of PRSUs and RSUs granted in each respective award.
- F6
Each performance-based restricted stock unit, or PRSU, represents a right to receive one share of Issuer common stock.
- F7
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.