UNITED ~~STATES SECURITIES~~STATESSECURITIES AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, D.C. ~~20549~~20549_____________________

~~FORM~~ Form 8-KK_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): March 28 27, 2017

Heritage Oaks Bancorp(Exact Name of Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)

California	000-25020	77-0388249
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

CALIFORNIA		000-25020		77-0388249
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1222 Vine Street, Paso Robles, CA 93446

(Address of Principal Executive Offices) (Zip Code)

805-369-5200 (Registrant’'s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Written~~Item ~~communications~~5.07. ~~pursuant~~Submission toof ~~Rule 425~~Matters ~~under~~to ~~the~~a ~~Securities~~Vote ~~Act~~of ~~(17~~Security ~~CFR 230~~Holders.~~425)~~

~~o Soliciting~~On ~~material~~March ~~pursuant~~27, 2017, Heritage Oaks Bancorp (the “Company”) held a special meeting of shareholders to, ~~Rule 14a-12~~among ~~under~~other things, consider and vote upon the ~~Exchange~~merger ~~Act~~of ~~(17~~the ~~CFR~~Company ~~240~~with and into Pacific Premier Bancorp, Inc.~~14a-12~~ (“PPBI”), with PPBI surviving the merger. The issued and outstanding shares of stock of the Company entitled to vote at the meeting consisted of 34,223,288 shares of common stock outstanding on the record date, February 23, 2017.

~~o Pre-commencement~~The ~~communications~~voting ~~pursuant~~results tofor ~~Rule 14d-2(b) under~~each proposal considered at the ~~Exchange~~special ~~Act~~meeting ~~(17~~are ~~CFR~~as ~~240.14d-2(b))~~follows:

~~o Pre-commencement~~Proposal ~~communications~~No. ~~pursuant~~1: toAt ~~Rule 13e-4(c) under~~the special meeting, the ~~Exchange~~Company’s ~~Act~~shareholders ~~(17~~approved ~~CFR~~the ~~240~~Agreement and Plan of Reorganization, dated as of December 12, 2016, by and between PPBI and the Company.~~13e-4(c))~~

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

For	Against	Abstaining	Broker Non-Votes
29,478,182	118,787	27,689	0

~~Heritage~~Proposal ~~Oaks~~No. ~~Bancorp~~2: (At the ~~“Company”)~~special ~~today~~meeting, ~~announced~~the ~~that~~Company’s itshareholders ~~intends~~approved tothe ~~delist~~advisory ~~its~~(non-binding) ~~common~~proposal ~~stock~~on ~~from~~the ~~The~~compensation ~~NASDAQ~~that ~~Capital~~may ~~Market~~be inpayable ~~connection~~to ~~with~~ the ~~pending merger of the~~ Company’s ~~with~~named ~~and~~executive ~~into~~officers ~~Pacific~~in ~~Premier~~connection ~~Bancorp, Inc. (“PPBI),~~ with ~~PPBI surviving~~ the merger., ~~The~~and ~~merger~~the isagreements ~~expected~~and tounderstandings bepursuant ~~completed on April 1, 2017, subject~~ to ~~satisfaction~~which ofsuch ~~certain~~compensation ~~conditions~~may ~~contained~~be inpaid ~~the~~or ~~merger~~become ~~agreement~~payable.

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and The NASDAQ Stock Market (“NASDAQ”), the Company has provided written notice to NASDAQ of its intent to delist. The Company has requested that NASDAQ file a Form 25 with the SEC upon completion of the merger to effect the delisting.

For	Against	Abstaining	Broker Non-Votes
28,282,218	1,081,086	261,354	0

~~Provided~~Item that the requirements for deregistration are met, in due course the Company intends to file a Form 15 with the SEC under the Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of the Company’s shares of common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act. As of the date of the filing of the Form 15, the obligation of the Company to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8~~-K, will be immediately suspended~~.01. Other ~~filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15~~Events.

~~Item~~On 8March 29, 2017, the Company issued a press release announcing the results of the special meeting of shareholders.01 A copy of the press release is filed herewith as Exhibit 99.1 ~~Other~~and ~~Events~~is incorporated herein by reference.

OnItem ~~March 28, 2017, the Company issued a press release announcing its voluntary delisting from The NASDAQ Capital Market~~9.01. AFinancial ~~copy~~Statements ~~of the press release is filed herewith as Exhibit 99.1~~ and ~~is incorporated herein by reference~~Exhibits.

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

~~(d) Exhibits~~Exhibit Number

~~Exhibit Number~~99.1 Press release, dated March 29, 2017.

~~99.1 Press release, dated March 28, 2017.~~SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

	Heritage Oaks Bancorp


Date: March 29, 2017	By:	/s/ Jason Castle
		Jason Castle
		Executive Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Heritage Oaks Bancorp
Date: March 28, 2017	By:	/s/ Jason Castle
		Jason Castle
		Executive Vice President, Chief Financial Officer

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