QUESTIONS AND ANSWERS ABOUT THE SPECIAL SHAREHOLDERS' MEETINGS

        The following are answers to certain questions that you may have regarding the shareholders' meetings. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this joint proxy statement/prospectus.

Q:    WHAT IS THE MERGER?

A.

Heritage and Focus Bank have entered into a merger agreement, pursuant to which Focus Bank will merge with and into Heritage Bank of Commerce, a wholly owned subsidiary of Heritage, with Heritage Bank of Commerce continuing as the surviving corporation, in a transaction which we refer to as the merger. A copy of the merger agreement is attached as Appendix A to this joint proxy statement/prospectus. In order for us to complete the transaction, we need not only the approval of Heritage and Focus Bank shareholders but the approval of the merger by the banking regulators of Heritage, Heritage Bank of Commerce and Focus Bank.

Q:    WHY AM I RECEIVING THIS JOINT PROXY STATEMENT/PROSPECTUS?

A.

Each of Heritage and Focus Bank is sending these materials to its shareholders to help them decide how to vote their shares of Heritage or Focus Bank common stock, as the case may be, with respect to the merger and other matters to be considered at the shareholders' meetings.

The merger cannot be completed unless Heritage shareholders approve the merger and the issuance of Heritage common stock in connection with the merger and Focus Bank shareholders approve the merger and approve and adopt the merger agreement. At each of the shareholders' meetings, Heritage and Focus Bank shareholders will vote on the proposals necessary to complete the merger. Information about these shareholders' meetings, the merger and the other business to be considered by shareholders at each of the shareholders' meetings is contained in this joint proxy statement/prospectus.

This joint proxy statement/prospectus constitutes both a joint proxy statement of Heritage and Focus Bank and a prospectus of Heritage. It is a joint proxy statement because each of the boards of directors of Heritage and Focus Bank is soliciting proxies using this joint proxy statement/prospectus from their respective shareholders. It is a prospectus because Heritage, in connection with the merger, is offering shares of its common stock in exchange for outstanding shares of Focus Bank common stock in the merger.

Q:    WHAT WILL FOCUS BANK SHAREHOLDERS RECEIVE IN THE MERGER?

A:

In the merger, each share of Focus Bank common stock owned by a Focus Bank shareholder will be converted into the right to receive 1.8235 shares of Heritage common stock. A Focus Bank shareholder will receive cash in lieu of any fractional shares of Heritage common stock such holder is entitled to receive, without interest.

Q:    WHAT HAPPENS TO FOCUS BANK STOCK OPTIONS IN THE MERGER?

A:

Immediately prior to the effective time of the merger, each outstanding option to purchase shares of Focus Bank common stock, whether or not then vested and whether or not then exercisable, will be cancelled and the holder of the option will be entitled to receive, subject to any required tax withholding, an amount in cash, without interest, from Focus Bank equal to the excess over the exercise price per share, if any, of 1.8235 multiplied by the volume weighted average of the closing price for shares of Heritage common stock as quoted on the NASDAQ Global Select Market for the twenty consecutive trading days ending on the fifth trading day immediately prior to the merger closing date.

Q:    WHEN WILL THE MERGER BE COMPLETED?

A:

Heritage and Focus Bank are working to complete the merger as soon as practicable. If the shareholders of Focus Bank approve the merger and approve and adopt the merger agreement and the shareholders of Heritage approve the issuance of shares of Heritage stock in connection with the merger, the parties currently expect that the merger will be completed in the third quarter or early fourth quarter of 2015. Neither Heritage nor Focus Bank can predict, however, the actual date on which the merger will be completed because it is subject to factors beyond each company's control, including whether or when the required regulatory approvals will be received. For further information, please see the section entitled "The Merger Agreement—Conditions to the Merger" beginning on page [*].

Q:    WHY MUST THE HERITAGE SHAREHOLDERS APPROVE THE ISSUANCE OF SHARES OF HERITAGE COMMON STOCK IN CONNECTION WITH THE MERGER?

A:

The Heritage shareholders are required to approve the merger and the issuance of shares of the Heritage common stock, in connection with the merger because Heritage is listed on the NASDAQ Global Select Market and is subject to the NASDAQ Global Select Market listing rules. Because Heritage will likely issue in excess of 20% (non-diluted and pre-merger basis) of its outstanding shares of common stock to the Focus Bank shareholders in connection with the merger, under the NASDAQ Global Select Market listing rules, the shareholders of Heritage are required to approve the issuance of shares of the Heritage common stock in connection with the merger. The merger cannot be completed unless the Heritage shareholders approve the issuance of shares of Heritage common stock in the merger.

Q:    WHO IS ENTITLED TO VOTE?

A:

Heritage Special Meeting. Holders of record of Heritage common stock at the close of business on [*] [*], 2015, which is the date that the Heritage board of directors has fixed as the record date for the Heritage special meeting, are entitled to vote at the Heritage special meeting.

Focus Bank Special Meeting. Holders of record of Focus Bank common stock at the close of business on [*] [*], 2015, which is the date that the Focus Bank board of directors has fixed as the record date for the Focus Bank special meeting, are entitled to vote at the Focus Bank special meeting.

Q:    IS THE EXCHANGE RATIO SUBJECT TO ADJUSTMENT BASED ON CHANGES IN THE PRICE OF HERITAGE AND/OR FOCUS BANK COMMON STOCK?

A:

No. The exchange ratio of 1.8235 shares of Heritage common stock for each share of Focus Bank common stock is fixed and no adjustments to the exchange ratio will be made based on changes in the price of either Heritage or Focus Bank common stock prior to the completion of the merger. As a result of any such changes in stock price, the aggregate market value of the shares of Heritage common stock that a Focus Bank shareholder is entitled to receive at the time that the merger is completed could vary significantly from the value of such shares on the date of this joint proxy statement/prospectus, the date of the Heritage special meeting, the date of the Focus Bank special meeting or the date on which such Focus Bank shareholder actually receives shares of Heritage common stock in the merger.

Q:    HOW WILL HERITAGE SHAREHOLDERS BE AFFECTED BY THE MERGER AND THE ISSUANCE OF SHARE OF HERITAGE COMMON STOCK IN CONNECTION WITH THE MERGER?

A:

Immediately after the completion of the merger, each Heritage shareholder will have the same number of shares of Heritage common stock that such shareholder held immediately prior to the completion of the merger. However, upon issuance of the shares of Heritage common stock to Focus Bank shareholders in connection with the merger, each share of Heritage common stock will represent a smaller percentage of the aggregate number of shares of Heritage common stock (and therefore a smaller percentage of the outstanding voting power) outstanding after completion of the merger than it did immediately prior to completion of the merger.

Q:    DO HERITAGE SHAREHOLDERS HAVE DISSENTERS' RIGHTS WITH RESPECT TO APPROVAL OF THE ISSUANCE OF THE HERITAGE COMMON STOCK IN THE MERGER?

A:

No. Holders of Heritage common stock do not have dissenters' rights under California law.

Q:    DO FOCUS BANK SHAREHOLDERS HAVE DISSENTERS' RIGHTS WITH RESPECT TO APPROVAL OF THE MERGER AGREEMENT?

A:

Yes. Holders of Focus Bank common stock have dissenters' rights in accordance with Chapter 13 of the California Corporations Code. In order to exercise dissenters' rights, a shareholder does not need to affirmatively vote against the merger agreement. Rather, in order to exercise dissenters' rights under California law, a shareholder must either: (i) vote against the merger; (ii) abstain from voting on the merger; or (iii) not return the proxy. In addition, a shareholder choosing to exercise his or her dissenters' rights must also comply with the applicable provisions of Chapter 13 of the California Corporations Code. A copy of the applicable sections of Chapter 13 of the California Corporations Code is included with this joint proxy statement/prospectus as Appendix D. Please read the section entitled "Dissenters' Rights of Focus Bank Shareholders" beginning on page [*].

Heritage has the option to terminate the merger agreement if dissenters' rights are perfected and exercised with respect to ten percent or more of the outstanding shares of Focus Bank common stock. Please see "The Merger—Conditions to the Merger" beginning on page [*].

Q:    WILL FOCUS BANK SHAREHOLDERS BE ABLE TO TRADE THE HERITAGE COMMON STOCK THAT THEY RECEIVE IN THE MERGER?

A:

Yes. The Heritage common stock issued in the merger to Focus Bank shareholders will be listed on the NASDAQ Global Select Market under the symbol "HTBK." Unless you are deemed an "affiliate" of Heritage, you may sell the shares of Heritage common stock you receive in the merger without restriction.

Q:    WHAT CONSTITUTES A QUORUM?

A:

Heritage Special Meeting. The presence at the Heritage special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Heritage common stock entitled to vote at the Heritage special meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

Focus Bank Special Meeting. The presence at the Focus Bank special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Focus Bank common stock entitled to vote at the Focus Bank special meeting will constitute a quorum for the transaction of business.

Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

Q:    WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:

Heritage shareholders are being asked to vote on the following proposals:

1

to approve the merger and the issuance of Heritage common stock, no par value per share, pursuant to the merger agreement which is attached as Appendix A to this joint proxy statement/prospectus, and which is referred to as the Heritage Merger proposal; and,

2.

to approve one or more adjournments of the Heritage special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Heritage Merger proposal, which is referred to as the Heritage Adjournment proposal.

        Shareholder approval of the Heritage Merger proposal is required to complete the merger. Heritage will transact no other business at the special meeting.

        Focus Bank shareholders are being asked to vote on the following proposals:

1.

to approve the merger and to approve and adopt the merger agreement, a copy of which is attached as Appendix A to this joint proxy statement/prospectus, which is referred to as the Focus Bank Merger proposal; and



2.

to approve one or more adjournments of the Focus Bank special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Focus Bank Merger proposal, which is referred to as the Focus Bank Adjournment proposal.

        Shareholder approval of the Focus Bank Merger proposal is required for completion of the merger. Focus Bank will transact no other business at the Focus Bank special meeting.

Q:    WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE HERITAGE SPECIAL MEETING?

A:

Heritage Merger proposal: Assuming a quorum is present, the affirmative vote of a majority of the shares of Heritage common stock cast (in person or by proxy) at the Heritage special meeting is required to approve the Heritage Merger proposal.

Heritage Adjournment proposal: Assuming a quorum is present, the affirmative vote of a majority of the shares of Heritage common stock represented (in person or by proxy) at the Heritage special meeting and entitled to vote on the proposal is required to approve the Heritage Adjournment proposal.

Q:    WHAT DOES THE HERITAGE BOARD OF DIRECTORS RECOMMEND?

A:

After careful consideration, the Heritage board of directors unanimously recommends that Heritage shareholders vote "FOR" the Heritage Merger proposal and "FOR" the Heritage Adjournment proposal (if necessary or appropriate).

Q:    WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE FOCUS BANK SPECIAL MEETING?

A:

Focus Bank Merger proposal: The affirmative vote of a majority of the issued and outstanding shares of Focus Bank common stock entitled to vote is required to approve the Focus Bank Merger proposal.

Focus Bank Adjournment proposal: Assuming a quorum is present, the affirmative vote of a majority of the shares of Focus Bank common stock represented (in person or by proxy) at the Focus Bank special meeting and entitled to vote on the proposal is required to approve the Focus Bank Adjournment proposal.

Q:    WHAT DOES THE FOCUS BANK BOARD OF DIRECTORS RECOMMEND?

A:

After careful consideration, the Focus Bank board of directors unanimously recommends that Focus Bank shareholders vote "FOR" the Focus Bank Merger proposal and "FOR" the Focus Bank Adjournment proposal (if necessary or appropriate).

Q:    WHAT DO I NEED TO DO NOW?

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at your respective company's shareholders' meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Q:    HOW DO I VOTE?

A:

If you are a shareholder of record of Heritage as of [*] [*], 2015, which is referred to as the Heritage record date, or a shareholder of Focus Bank as of [*] [*], 2015, which is referred to as the Focus Bank record date, you may submit your proxy before your respective company's shareholders' meeting in one of the following ways:

•

use the toll-free number shown on your proxy card;

•

visit the website shown on your proxy card to vote via the Internet; or

•

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

You may also cast your vote in person at your respective company's shareholders' meeting.

If your shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" shareholders who wish to vote at the meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:    HOW MANY VOTES DO I HAVE?

A:

Heritage Shareholders. You are entitled to one vote for each share of Heritage common stock that you owned as of the record date. As of the close of business on [*] [*], 2015, there were approximately [*] outstanding shares of Heritage common stock. As of that date, approximately [*]% of the outstanding shares of Heritage common stock were beneficially owned by the directors and executive officers of Heritage.

Focus Bank Shareholders. You are entitled to one vote for each share of Focus Bank common stock that you owned as of the record date. As of the close of business on [*] [*], 2015, there were approximately [*] outstanding shares of Focus Bank common stock. As of that date, approximately [*]% of the outstanding shares of Focus Bank common stock were beneficially owned and entitled to vote by the directors and executive officers of Focus Bank.

Q:    WHEN AND WHERE ARE THE HERITAGE AND FOCUS BANK SHAREHOLDERS' MEETINGS?

A:

The special meeting of Heritage shareholders will be held at Heritage's offices located at 150 Almaden Boulevard, San Jose, California at [*] p.m., Pacific time, on [*] [*], 2015. All Heritage shareholders as of the Heritage record date, or their duly appointed proxies, may attend the Heritage special meeting.

The special meeting of Focus Bank shareholders will be held at Focus Bank's offices located at 10 Almaden, San Jose, California at [*] p.m., Pacific time, on [*] [*], 2015. All Focus Bank shareholders as of the Focus Bank record date, or their duly appointed proxies, may attend the Focus Bank special meeting.

Q:    IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A:

If your shares are held in "street name" in a stock brokerage account or by a bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Heritage or Focus Bank or by voting in person at your respective company's shareholders' meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee.

Under the rules of the stock exchanges and other self regulatory agencies, brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that the rules of the stock exchanges and other self regulatory agencies determines to be "non-routine" without specific instructions from the beneficial owner. All proposals to be voted on at the Heritage special meeting and the Focus Bank special meeting are such "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

Q:    WHAT IF I ABSTAIN FROM VOTING OR FAIL TO INSTRUCT MY BROKER?

A:

Focus Bank Shareholders. If you are a holder of Focus Bank common stock and you abstain from voting or fail to instruct your broker to vote your shares and the broker submits an unvoted proxy, referred to as a broker non-vote, then the abstention or broker non-votes will be counted towards a quorum at the special meeting, but it will have the same effect as a vote against approval of the Focus Bank Merger proposal.

Abstentions and broker non-votes of shares of Focus Bank common stock will not have any effect on the Focus Bank Adjournment proposal, if the number of affirmative votes cast for the proposal is a majority of the votes cast and such votes constitute a majority of the quorum required to transact business at the special meeting. However, if the number of affirmative votes cast for the adjournment proposal is a majority of the votes cast, but such votes do not constitute a majority of the quorum required to transact business at the special meeting, then abstentions and broker non-votes will have the same effect as a vote against the Focus Bank Merger proposal.

Heritage Shareholders. Abstentions and broker non-votes of shares of Heritage common stock will not have any effect on the approval of the Heritage Merger proposal.

Abstentions and broker non-votes of shares of Heritage common stock will not have any effect on the Heritage Adjournment proposal, if the number of affirmative votes cast for the proposal is a majority of the votes cast and such votes constitute a majority of the quorum required to transact business at the special meeting. However, if the number of affirmative votes cast for the adjournment proposal is a majority of the votes cast, but such votes do not constitute a majority of the quorum required to transact business at the special meeting, then abstentions and broker non-votes will have the same effect as a vote against the Heritage Merger proposal or the Heritage Adjournment proposal.

Q:    WHAT WILL HAPPEN IF I RETURN MY PROXY OR VOTING INSTRUCTION CARD WITHOUT INDICATING HOW TO VOTE?

A:

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal:

•

the Heritage common stock represented by your proxy will be voted as recommended by the Heritage board of directors with respect to that proposal, including "FOR" the Heritage Merger proposal; and

•

the Focus Bank common stock represented by your proxy will be voted as recommended by the Focus Bank board of directors with respect to that proposal, including "FOR" the Focus Bank Merger proposal, in which case you will be prohibited from asserting dissenters' rights.

The proxy holders may use their discretion to vote on other matters presented at the Heritage special meeting or Focus Bank special meeting, as applicable.

Q:    WHAT IF I OWN SHARES THROUGH HERITAGE'S EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST ("ESOP")?

A:

Participants in the Heritage ESOP will be entitled to direct the plan trustee as to the manner in which their shares are to be voted.

Q:    IF I OWN SHARES IN BOTH HERITAGE AND FOCUS BANK, SHOULD I VOTE ONLY ONCE?

A:

No. If you own shares in both companies, you will receive separate proxy cards for each special meeting. It is important that you vote at both meetings, so please complete, sign, date and return your proxy card as instructed by Heritage and Focus Bank, respectively. A vote as a Heritage shareholder will not constitute a vote as a Focus Bank shareholder on any matter, nor will a vote as a Focus Bank shareholder constitute a vote as a Heritage shareholder on any matter.

Q:    MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:

Yes. You may change your vote at any time before your proxy is voted at the Heritage or Focus Bank shareholders' meeting. You may do this in one of the following ways:

•

by sending a notice of revocation to the corporate secretary of Heritage or Focus Bank, as applicable;

•

by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or

•

by sending a completed proxy card bearing a later date than your original proxy card.

If you choose any of these methods, you must take the described action such that the notice, Internet vote or proxy card, as applicable, is received no later than the beginning of the applicable shareholders' meeting.

You may also change your vote by attending the Heritage or Focus Bank shareholders' meeting, as applicable, and voting in person.

If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Q:    DO I NEED IDENTIFICATION TO ATTEND THE HERITAGE OR FOCUS BANK MEETING IN PERSON?

A:

Yes. Please bring proper identification, together with proof that you are a record owner of Heritage or Focus Bank common stock, as the case may be. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement showing that you beneficially owned shares of Heritage or Focus Bank common stock, as applicable, on the record date.

Q:    WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO FOCUS BANK SHAREHOLDERS?

The merger is intended to qualify, and the obligation of Heritage and Focus Bank to complete the merger is conditioned upon the receipt of opinions of their respective legal or tax advisors to the effect that the merger will qualify, as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Internal Revenue Code. In addition, in connection with the filing of the registration statement of which this joint proxy statement/prospectus is a part, each of Buchalter Nemer, a professional corporation and Manatt, Phelps & Phillips, LLP has delivered an opinion to Heritage and Focus Bank, respectively, to the same effect.

Provided that the merger qualifies as a "reorganization", Focus Bank shareholders generally will not recognize any gain or loss, except with respect to the cash received instead of a fractional share of Heritage common stock, and except for Focus Bank shareholders who exercise their appraisal rights with respect to the merger.

Tax matters are very complicated, and the tax consequences of the merger to a particular shareholder will depend in part on such shareholder's circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax consequences. For a more detailed discussion of the material United States federal income tax consequences of the transaction, please see the section entitled "Material United States Federal Income Tax Consequences of the Merger" beginning on page [*].

The consequences of the merger to any particular Focus Bank shareholder will depend on that shareholder's particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.

Q:    WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

A:

If the merger is not completed, Focus Bank shareholders will not receive any consideration for their shares of Focus Bank common stock in connection with the merger. Instead, Focus Bank will remain an independent company and its common stock will continue to be quoted on the Over-the-Counter Bulletin Board trading system. Under specified circumstances Focus Bank may

be required to pay Heritage a fee with respect to the termination of the merger agreement, as described under the section entitled "The Merger Agreement—Termination; Termination Fee" beginning on page [*].

Q:    SHOULD FOCUS BANK SHAREHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

A:

No. Focus Bank shareholders SHOULD NOT send in any stock certificates now. If the merger is approved, transmittal materials, with instructions for completion, will be provided to Focus Bank shareholders under separate cover and the stock certificates should be sent at that time.

Q:    IS MY VOTE CONFIDENTIAL?

A:

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Heritage or Focus Bank or to third parties except:

•

as necessary to meet applicable legal requirements,

•

to allow for the counting and certification of votes, or

•

to help our boards solicit proxies.

Q:    WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?

A:

If you are a Heritage shareholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact the Heritage Corporate Secretary at (408) 947-6900.

If you are a Focus Bank shareholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact Focus Bank Investor Relations at (408) 288-5900.

SUMMARY

        This summary highlights selected information included in this joint proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which we refer before you decide how to vote with respect to each of the proposals. In addition, we incorporate by reference important business and financial information about Heritage into this joint proxy statement/prospectus. For a description of this information, please see the section entitled "Incorporation of Certain Documents by Reference" beginning on page [*]. 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 More Information" in the forepart of this joint proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item.

        Unless the context otherwise requires, throughout this joint proxy statement/prospectus, "Heritage" refers to Heritage Commerce Corp, "Focus Bank" refers to Focus Business Bank and "we," "us" and "our" refers collectively to Heritage and Focus Bank. Also, we refer to the proposed merger of Focus Bank with and into Heritage Bank of Commerce as the "merger," and the Agreement and Plan of Merger and Reorganization, dated as of April 23, 2015, by and among Heritage, Heritage Bank of Commerce and Focus Bank as the "merger agreement."

The Merger and the Merger Agreement (pages [*] and [*])

        The terms and conditions of the merger are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Appendix A. We encourage you to read the merger agreement carefully, as it is the legal document that governs the merger.

        Under the terms of the merger agreement, Focus Bank will merge with and into Heritage Bank of Commerce with Heritage Bank of Commerce as the surviving corporation immediately upon the closing of the merger.

Merger Consideration (page [*])

        In the merger, each share of Focus Bank common stock, no par value per share, owned by a Focus Bank shareholder will be converted into the right to receive 1.8235 shares of Heritage common stock, no par value per share. A Focus Bank shareholder will receive cash in lieu of any fractional shares of Heritage common stock such holder is entitled to receive, without interest.

        Based on the closing share price of Heritage common stock of $9.00 on April 22, 2015, the last trading day before the announcement of the merger, the value of the merger consideration was $16.41 per share. Based on the closing share price of Heritage common stock of $[*] on [*] [*], 2015, the most recent day for which information was available prior to the printing and mailing of this joint proxy statement/prospectus, the value of the merger consideration was $[*] per share. The share price of Heritage common stock will fluctuate and, accordingly, the value of the merger consideration you receive may be different than either of these amounts.

        Immediately prior to the effective time of the merger, each outstanding option to purchase shares of Focus Bank common stock, whether or not then vested and whether or not then exercisable, will be cancelled and the holder of the option will be entitled receive, subject to any required tax withholding, an amount in cash, without interest, from Focus Bank equal to the excess over the exercise price per share, if any, of 1.8235 multiplied by the volume weighted average of the closing price for shares of Heritage common stock as quoted on the NASDAQ Global Select Market for the twenty consecutive trading days ending on the fifth trading day immediately prior to the merger closing date.

Recommendation of the Focus Bank Board of Directors (page [*])

        After careful consideration, the Focus Bank board of directors unanimously recommends that Focus Bank shareholders vote "FOR" the Focus Bank Merger proposal and "FOR" the Focus Bank Adjournment proposal (if necessary or appropriate).

        Each of the directors of Focus Bank has entered into a shareholder agreement with Heritage and Focus Bank, pursuant to which they have agreed to vote "FOR" the Focus Bank Merger proposal and "FOR" the Focus Bank Adjournment proposal (if necessary or appropriate). For more information regarding the shareholder agreements, please see the section entitled "The Merger Agreement—Shareholder Agreements" beginning on page [*].

        For a more complete description of Focus Bank's reasons for the merger and the recommendation of the Focus Bank board of directors, please see the section entitled "The Merger—Reasons for the Merger and Recommendation of the Focus Bank Board of Directors" beginning on page [*].

Recommendation of the Heritage Board of Directors (page [*])

        After careful consideration, the Heritage board of directors unanimously recommends that Heritage shareholders vote "FOR" the Heritage Merger proposal and "FOR" the Heritage Adjournment proposal (if necessary or appropriate).

        For a more complete description of Heritage's reasons for the merger and the recommendation of the Heritage board of directors, please see the section entitled "The Merger—Reasons for the Merger and Recommendation of the Heritage Board of Directors" beginning on page [*].

Opinion of Financial Advisors (pages [*] and [*])

Focus Bank Financial Advisor

        On April 23, 2015, Sandler O'Neill & Partners, L.P., which we refer to as Sandler O'Neill, Focus Bank's financial advisor in connection with the merger, rendered an oral opinion to the Focus Bank board of directors, which was subsequently confirmed in a written opinion dated the same date that as of such date, and subject to and based on the qualifications and assumptions set forth in its written opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the common shareholders of Focus Bank.

        The full text of Sandler O'Neill's opinion dated April 23, 2015 is attached as Appendix B to this joint proxy statement/prospectus. You should read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Sandler O'Neill in rendering its opinion.

        Sandler O'Neill's opinion is addressed to Focus Bank's board of directors and the opinion is not a recommendation as to how any shareholder of Focus Bank should vote with respect to the merger or any other matter or as to any action that a shareholder should take with respect to the merger.

        The opinion addresses only the fairness, from a financial point of view, of the merger consideration in the proposed merger to the common shareholders of Focus Bank, and does not address the underlying business decision of Focus Bank to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Focus Bank. Sandler O'Neill will receive a fee for its services, portions of which have been paid, and a significant portion of which will be payable upon consummation of the merger.

        For further information, please see the section entitled "The Merger—Opinion of Focus Bank's Financial Advisor" beginning on page [*].

Heritage Financial Advisor

        On April 22, 2015, Keefe, Bruyette & Woods, Inc., which we refer to as KBW, Heritage's financial advisor in connection with the merger, delivered to the Heritage board of directors its oral opinion, which was subsequently confirmed in writing, that, as of such date, and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, that the exchange ratio in the merger was fair, from a financial point of view, to Heritage.

        The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Appendix C to this joint proxy statement/prospectus and is incorporated herein by reference. Heritage shareholders are urged to read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

        KBW's opinion was for the information of, and was directed to, the Heritage board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger and it did not and does not constitute a recommendation to any holder of Heritage common stock or any shareholder of any other entity as to how such shareholder should vote in connection with the merger or whether or not any such shareholder should enter into a voting, shareholders', or affiliates' agreement with respect to the merger or exercise any dissenters' or appraisal rights that may be available to such shareholder.

        KBW will receive a cash fee for its services, a portion of which became payable to KBW upon the rendering of the opinion, and that balance of which is contingent upon the consummation of the merger.

        For further information, please see the section entitled "The Merger—Opinion of Heritage's Financial Advisor" beginning on page [*].

Focus Bank Special Meeting of Shareholders (page [*])

        The Focus Bank special meeting will be held at [*] p.m., Pacific time, on [*],[*] [*], 2015, at the offices of Focus Bank located at 10 Almaden Boulevard, San Jose, California. At the Focus Bank special meeting, Focus Bank shareholders will be asked to approve the Focus Bank Merger proposal and the Focus Bank Adjournment proposal.

        Focus Bank's board of directors has fixed the close of business on [*] [*], 2015 as the record date for determining the holders of Focus Bank common stock entitled to receive notice of and to vote at the Focus Bank special meeting. Only holders of record of Focus Bank common stock at the close of business on the Focus Bank record date will be entitled to notice of and to vote at the Focus Bank special meeting and any adjournment or postponement thereof. As of the Focus Bank record date, there were [*] shares of Focus Bank common stock outstanding and entitled to vote at the Focus Bank special meeting held by [*] holders of record. Each share of Focus Bank common stock entitles the holder to one vote on each proposal to be considered at the Focus Bank special meeting. Each of the directors of Focus Bank has entered into a shareholder agreement with Heritage and Focus Bank, pursuant to which they have agreed, solely in their capacity as shareholders of Focus Bank, to vote all of their shares of Focus Bank common stock in favor of the Focus Bank Merger proposal and the Focus Bank Adjournment proposal to be presented at the special meeting. As of the record date, directors and executive officers of Focus Bank beneficially owned and were entitled to vote 738,899 shares of Focus Bank common stock, representing approximately 25% of the shares of Focus Bank common stock outstanding on that date. Focus Bank currently expects that Focus Bank's executive officers will also vote their shares in favor of the proposals to be presented at the special meeting, although none of them has entered into any agreements obligating them to do so (other than

one executive officer who is also a director). As of the record date, Heritage beneficially held no shares of Focus Bank's common stock.

        Approval of the Focus Bank Merger proposal requires the affirmative vote of a majority of the issued and outstanding shares of Focus Bank common stock entitled to vote on the proposal. Approval of the Focus Bank Adjournment proposal requires the affirmative vote of a majority of the shares of Focus Bank common stock represented (in person or by proxy) at the Focus Bank special meeting and entitled to vote on the proposal.

Heritage Special Meeting of Shareholders (page [*])

        The Heritage special meeting will be held at [*] p.m., Pacific time, on [*] [*], 2015, at the offices of Heritage located at 150 Almaden Boulevard, San Jose, California. At the Heritage special meeting, Heritage shareholders will be asked to approve the Heritage Merger proposal and the Heritage Adjournment proposal.

        Heritage's board of directors has fixed the close of business on [*] [*], 2015 as the record date for determining the holders of Heritage common stock entitled to receive notice of and to vote at the Heritage special meeting. Only holders of record of Heritage common stock at the close of business on the Heritage record date will be entitled to notice of and to vote at the Heritage special meeting and any adjournment or postponement thereof. As of the Heritage record date, there were [*] shares of Heritage common stock outstanding and entitled to vote at the Heritage special meeting held by [*] holders of record. Each share of Heritage common stock entitles the holder to one vote on each proposal to be considered at the Heritage special meeting. As of the record date, directors and executive officers of Heritage beneficially owned and were entitled to vote 738,899 shares of Heritage common stock, representing approximately 25% of the shares of Heritage common stock outstanding on that date. Heritage currently expects that Heritage's directors and executive officers will vote their shares in favor of the proposals to be presented at the special meeting, although none of them has entered into any agreements obligating them to do so. As of the record date, Focus Bank held no shares of Heritage common stock.

        Approval of the Heritage Merger proposal requires the affirmative vote of a majority of the shares of Heritage common stock cast at the special meeting. Approval of the Heritage Adjournment proposals requires the affirmative vote of a majority of the shares of Heritage common stock represented (in person or by proxy) at the Heritage special meeting and entitled to vote on the proposal.

Focus Bank's Directors and Executive Officers Have Certain Interests in the Merger (page [*])

        Certain of Focus Bank's executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of Focus Bank's shareholders. The merger would constitute a "change of control" for purposes of the employment agreements between Focus Bank and each of its executive officers and severance payments would be due to Focus Bank executive officers under the employment contracts if the executive officer does not continue with employment with Heritage, or if the executive officer's duties are materially changed or the executive officer is terminated (except for cause) by Heritage within twelve months of the closing date. In addition, each of Focus Bank's executive officers and directors hold equity awards, the treatment of which is described below under "Treatment of Focus Bank Stock Options and Restricted Stock". Under the terms of the merger agreement, two Focus Bank directors that are mutually acceptable to Focus Bank and Heritage will join the board of directors of Heritage. Focus Bank and Heritage have tentatively determined that the two Focus Bank directors to be appointed will be J. Philip DiNapoli and Julianne Biagini-Komas. In addition, Heritage anticipates that Robert Gionfriddo and Teresa Powell, Focus Bank Executive Vice Presidents, will join Heritage as Executive Vice Presidents. The members of the Focus Bank board of

directors were aware of and considered these interests, among other matters, when they approved the merger agreement and unanimously recommended that Focus Bank shareholders approve the Focus Bank Merger proposal. These interests are described in more detail under the section entitled "The Merger—Interests of Focus Bank Directors and Executive Officers in the Merger" beginning on page [*].

Treatment of Focus Bank Stock Options and Restricted Stock (page [*])

        Immediately prior to the effective time of the merger, each outstanding option to purchase shares of Focus Bank common stock, whether or not then vested and whether or not then exercisable, will be cancelled and the holder of the option will be entitled to receive, subject to any required tax withholding, an amount in cash, without interest, from Focus Bank equal to the excess over the exercise price per share, if any, of 1.8235 multiplied by the volume weighted average of the closing price for shares of Heritage common stock as quoted on the NASDAQ Global Select Market for the twenty consecutive trading days ending on the fifth trading day immediately prior to the merger closing date.

        Each outstanding share of Focus Bank unvested restricted stock will vest on the completion of the merger and the holder thereof will receive the same per share merger consideration as all of the other Focus Bank shareholders, subject to any required tax withholding.

Regulatory Approvals Required for the Merger (page [*])

        Completion of the merger is subject to various regulatory approvals, including approvals from the California Department of Business Oversight, which we refer to as the Department of Business Oversight, and the Board of Governors of the Federal Reserve System, which we refer to as Federal Reserve Board. Notifications and/or applications requesting approval for the merger may also be submitted to other federal and state regulatory authorities and self-regulatory organizations. We have filed, or are in the process of filing all notices and applications to obtain the necessary regulatory approvals. Although we currently believe we should be able to obtain all required regulatory approvals, we cannot be certain when or if we will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on the combined company after the completion of the merger. The regulatory approvals to which completion of the merger are subject are described in more detail under the section entitled "The Merger—Regulatory Approvals Required for the Merger" beginning on page [*].

Conditions to the Merger (page [*])

        The obligations of Heritage and Focus Bank to complete the merger are each subject to the satisfaction or waiver of the following conditions:

•

approval of the Heritage Merger proposal by the Heritage shareholders and approval of the Focus Bank Merger proposal by the Focus Bank shareholders;



•

the receipt of all regulatory approvals required from the Federal Reserve Board and the Department of Business Oversight, subject to the limitations set forth in the merger agreement;



•

(i) no order issued by any injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger shall be in effect, and (ii) no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental entity which prohibits, restricts or makes illegal consummation of the merger;



•

As of the last business day of the month reflected in the closing financial statements and prior to implementation of the plan of integration, and excluding certain costs related to the merger, the adjusted shareholders' equity of Focus Bank shall not be less than $28.493 million;

•

as of the last business day of the month reflected in the closing financial statements, the total deposits (excluding brokered deposits and certificates of deposit in excess of $25 million) of Focus Bank shall not be less than eighty-five percent of the balance of such "core deposits" on December 31, 2014;



•

the effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus is a part, and the absence of a stop order or proceeding initiated or threatened by the SEC for that purpose;



•

approval for the listing on the NASDAQ Global Select Market of the shares of Heritage common stock to be issued in the merger;



•

the accuracy of the representations and warranties of each party as of the closing date of the merger, other than, in most cases, those failures to be true and correct that would not reasonably be expected to result in a material adverse effect on such party;



•

the absence of a material adverse effect on either party since the date of the merger agreement;



•

performance in all material respects by each party of the obligations required to be performed by it at or prior to the closing date of the merger;



•

holders of not in excess of ten percent of the outstanding shares of Focus Bank shall not have exercised their dissenters' rights;



•

written certifications as to certain factual matters shall have been delivered to each party; and



•

receipt by each party of an opinion of its legal or tax advisors as to certain tax matters.

No Solicitation (page [*])

        Under the terms of the merger agreement, Focus Bank has agreed not to solicit, initiate or encourage, induce, or facilitate any inquiries, offers or proposals with respect to, or engage or participate in any discussions or negotiations concerning, or provide any confidential or nonpublic information or data to, any person relating to, any acquisition proposal. Notwithstanding these restrictions, the merger agreement provides that, under specified circumstances, in response to an unsolicited bona fide written acquisition proposal which, in the good faith judgment of the Focus 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 Focus Bank board of directors determines in good faith (and after consultation with Focus Bank's financial advisors and legal counsel) that failure to take such actions is or would reasonably be expected to be a violation of its fiduciary duties under applicable law, Focus Bank may furnish information regarding Focus Bank and participate in discussions and negotiations with such third party.

Termination; Termination Fee (page [*])

        Heritage and Focus Bank may mutually agree at any time to terminate the merger agreement without completing the merger, even if the Focus Bank shareholders have approved the merger and approved and adopted the merger agreement and the Heritage shareholders have approved the issuance of Heritage common stock in connection with the merger.

        The merger agreement may also be terminated and the merger abandoned at any time prior to the effective time of the merger, as follows:

•

by either Heritage or Focus Bank, if a required governmental approval is denied by final, non-appealable action, or if a governmental entity has issued a final, non-appealable order enjoining or otherwise prohibiting the closing of the merger, unless such denial or order is due

to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of such party;

•

by Heritage if any requisite regulatory approval includes, or will not be issued without, the imposition of a burdensome condition;



•

by either Heritage or Focus Bank, if the merger has not closed on or before March 31, 2016, except that a party that is then in material breach of any of its covenants or obligations under the merger agreement is not entitled to terminate the merger agreement for this reason;



•

by either Heritage or Focus Bank, if there is a breach by the other party that would, individually or in the aggregate with other breaches by such party, result in the failure of a closing condition, unless the breach is cured before the earlier of March 31, 2016 and within thirty days following written notice of the breach;



•

by either Heritage or Focus Bank, if (i) the Focus Bank shareholders have not approved the merger at the Focus Bank special meeting (or any adjournment or postponement thereof), or (ii) the Heritage shareholders have not approved the issuance of Heritage common stock in connection with the merger at the Heritage special meeting (or any adjournment or postponement thereof), except that a party that fails to comply with its obligations and covenants relating to its shareholders' meeting is not entitled to terminate the merger agreement for this reason;



•

by Heritage, if the Focus Bank board of directors (i) withdraws, modifies, amends or qualifies its recommendation to approve the merger, (ii) publicly takes or fails to take certain actions indicating that the Focus Bank board of directors does not support the merger, (iii) approves, endorses, or recommends any other competing acquisition proposal, (iv) fails to comply with its obligations and covenants relating to the non-solicitation of competing acquisition proposals and in responding to unsolicited acquisition proposals, or (v) fails to comply with its obligation and covenants relating to the Focus Bank shareholders' meeting to approval the merger;



•

by Focus Bank, if prior to the receipt of the vote of the Focus Bank shareholders approving the merger and the merger agreement, Focus Bank (i) receives an unsolicited bona fide written competing acquisition proposal from any person that is not withdrawn, and a majority of the entire Focus Bank board of directors determines in good faith that such acquisition proposal constitutes a superior proposal and that failure to accept the competing acquisition proposal would be or would be reasonably likely to result in a violation of its fiduciary duties under applicable law, (ii) has complied with its obligations and covenants under the merger, and (iii) pays Heritage a termination fee; except that before Focus Bank can terminate the merger agreement under these circumstances:



•

during a five business day period negotiate in good faith with Heritage to enable Heritage to make an offer that is at least as favorable to the shareholders of Focus Bank so that such competing acquisition proposal would cease to constitute a superior proposal; and



•

at the end of such five business day period, a majority of the entire Focus Bank board of directors, after taking into account any modifications to the terms of the merger agreement and the merger, must continue to believe that such competing acquisition proposal constitutes a superior proposal and, that failure to accept the competing acquisition proposal would or would be reasonably likely to result in a violation of its fiduciary duties under applicable law.

        Focus Bank may be required to pay Heritage a termination fee of $2.74 million in certain circumstances. For more information, please see the section entitled "The Merger Agreement—Termination; Termination Fee" beginning on page [*].

Material United States Federal Income Tax Consequences of the Merger (page [*])

        The merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Assuming the merger qualifies as such a reorganization, a shareholder of Focus Bank generally will not recognize any gain or loss upon receipt of Heritage common stock in exchange for Focus Bank common stock in the merger, except with respect to cash received in lieu of a fractional share of Heritage common stock, and except for Focus Bank shareholders who exercise their appraisal rights with respect to the merger. It is a condition to the completion of the merger that Heritage and Focus Bank receive written opinions from their legal advisors to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

        Tax matters are very complicated and the tax consequences of the merger to each Focus Bank shareholder may depend on such shareholder's particular facts and circumstances. Focus Bank shareholders are urged to consult their tax advisors to understand fully the tax consequences to them of the merger. For more information, please see the section entitled "Material United States Federal Income Tax Consequences of the Merger" beginning on page [*].

Comparison of Shareholders' Rights (page [*])

        The rights of Focus Bank shareholders who continue as Heritage shareholders after the merger will be governed by the articles of incorporation and bylaws of Heritage rather than by the articles of incorporation and bylaws of Focus Bank. For more information, please see the section entitled "Comparison of Shareholders' Rights" beginning on page [*].

Information About the Companies (page [*])

        Heritage is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. As of March 31, 2015, Heritage had consolidated total assets of approximately $1.7 billion, total loans of approximately $1.1 billion, total deposits of approximately $1.4 billion and shareholders' equity of approximately $186.8 million. Heritage had 251 full-time equivalent employees as of March 31, 2015. Heritage's principal executive office is located at 150 Almaden Boulevard, San Jose, California 95113.

        Focus Bank is a California chartered bank. As of March 31, 2015, Focus Bank had consolidated total assets of approximately $397.1 million, total loans of approximately $180.7 million, total deposits of approximately $367.2 million and shareholders' equity of approximately $29.1 million. Focus Bank had 42 full-time equivalent employees as of March 31, 2015. Focus Business Bank's executive office is located at 10 Almaden Boulevard, San Jose, California 95113.

Risk Factors (page [*])

        Before voting at the Heritage or Focus Bank shareholders' 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 [*] or described in Heritage's Annual Reports on Form 10-K for the year ended on December 31, 2014 and other reports filed with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. Please see "Where You Can Find More Information" beginning on page i.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR HERITAGE

        The following table summarizes the consolidated financial results of Heritage for the periods and at the dates indicated and should be read in conjunction with Heritage's consolidated financial statements and the notes to the consolidated financial statements contained in reports that Heritage has previously filed with the SEC. Historical financial information for Heritage can be found in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and its Annual Report on Form 10-K for the year ended December 31, 2014. Please see the section entitled "Where You Can Find More Information" beginning on page i for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the three months ended March 31, 2015 and 2014 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), and the management of Heritage believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods and for the three months ended March 31, 2015 and 2014 indicate results for any future period.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR FOCUS BANK

        The following table summarizes the consolidated financial results of Focus Bank for the periods and at the dates indicated and should be read in conjunction with Focus Bank's consolidated financial statements included in Appendix E and Appendix F of this joint proxy statement/prospectus. Financial amounts as of and for the three months ended March 31, 2015 and 2014 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), and the management of Focus Bank believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods and for the three months ended March 31, 2015 and 2014 indicate results for any future period.