Tam Jeannie 4

What Happened Jeannie Tam, SVP and Chief Accounting Officer of Heritage Commerce Corp (HTBK), disposed of a total of 15,532 HTBK shares on April 17, 2026 (6,233 shares and 9,299 derivative shares). The Form 4 reports the shares as "Disposition to the issuer" at $0.00 because, under the merger agreement with CVB Financial Corp., each outstanding HTBK share was cancelled and converted into the right to receive 0.65 shares of CVB common stock (the Merger Consideration). The 9,299-share item was a derivative (restricted stock/RSU) converted per the merger terms.

Key Details

• Transaction date: 2026-04-17; Report filed 2026-04-17 (same-day filing).
• Shares surrendered: 6,233 (direct) + 9,299 (derivative) = 15,532 HTBK shares.
• Reported price: $0.00 per HTBK share on the Form 4 — consideration was equity in CVB, not cash.
• Exchange: Each HTBK share converted into 0.65 shares of CVB Financial common stock under the Merger Agreement.
• Restricted awards: Footnotes indicate restricted stock awards accelerated and were converted into CVB stock or substitute CVB RSU awards (rounded as required), less applicable taxes.
• Shares owned after transaction: HTBK common shares were cancelled at the Effective Time; the filing implies the insider no longer holds HTBK common stock (holdings now reflected as CVB stock/RSUs).
• Filing timeliness: Report lists the transaction and was filed the same day (no late filing indicated).

Context This was not an open-market sale but the automatic conversion/surrender of Heritage shares as part of the company’s merger into CVB Financial. Such dispositions in connection with mergers are routine corporate actions and reflect conversion into the acquirer's stock (0.65 CVB shares per HTBK share) rather than a personal sale of shares for cash.