Sec Form 4 Filing - Weiant David @ PROVIDENT FINANCIAL HOLDINGS INC - 2017-03-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Weiant David 2. Issuer Name and Ticker or Trading Symbol PROVIDENT FINANCIAL HOLDINGS INC [ PROV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 3756 CENTRAL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2017 (Street) RIVERSIDE, CA92506 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, Par Value $0.01 03/17/2017 M 20,000 A $ 7.43 39,466 ( 1 ) D Common Stock, Par Value $0.01 03/17/2017 S 20,000 D $ 18.7 19,466 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Purchase Common Stock $ 7. 43 03/17/2017 M 20,000 06/20/2013 06/20/2021 Common Stock 20,000 $ 0 67,500 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weiant David 3756 CENTRAL AVENUE RIVERSIDE, CA92506 Senior Vice President Signatures /s/David S. Weiant 03/17/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The ownership of 19,466 shares includes 6,250 shares from the restricted stock award granted on September 30, 2014 from the 2010 Equity Incentive Plan with 6,250 shares vesting on September 30, 2018; and, indirect ownership of 6,920 shares in Mr. Weiant's Employee Stock Ownership Plan account. ( 2 )Previously, Mr. Weiant has been granted 50,000 options to acquire 50,000 shares of common stock under Provident's 2003 Stock Option Plan. The options are currently exercisable and expire on July 26, 2017. Mr. Weiant has also been granted 17,500 options to acquire 17,500 shares of common stock under Provident's 2010 Equity Incentive Plan with 50% currently exercisable and the remaining 50% exercisable on September 30, 2018, all of which expire on September 30, 2024.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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