Sec Form 4 Filing - TERNES DONAVON P @ PROVIDENT FINANCIAL HOLDINGS INC - 2018-03-07

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 TERNES DONAVON P 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) President, COO, & CFO (Last) (First) (Middle) 3756 CENTRAL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2018 (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 03/07/2018 M 25,000 A $ 7.03 209,647 ( 1 ) D Common Stock, Par Value $0.01 03/07/2018 S 15,000 D $ 18.25 194,647 ( 2 ) 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 Options to Purchase Common Stock $ 7.03 03/07/2018 M 25,000 08/07/2011 08/07/2018 Common Stock 25,000 $ 0 85,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TERNES DONAVON P 3756 CENTRAL AVENUE RIVERSIDE, CA92506 President, COO, & CFO Signatures /s/Donavon P. Ternes 03/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Ternes exercised 25,000 options to acquire 25,000 shares of common stock under Provident's 2006 Equity Incentive Plan which vested on August 7, 2011. ( 2 )Ownership of 194,647 shares includes the 14,250 shares of restricted stock awarded on September 30, 2014 from the 2010 Equity Incentive Plan which vests on September 30, 2018; indirect ownership of 25,784 shares in Mr. Ternes' Employee Stock Ownership Plan account; and indirect ownership of 47,500 shares owned by Mr. Ternes' spouse. ( 3 )Mr. Ternes has previously been granted 40,000 options to acquire 40,000 shares of common stock under Provident's 2010 Equity Incentive Plan. Fifty percent of the grant vests on September 30, 2016, fifty percent of the grant vests on September 30, 2018, and the entire grant expires on September 30, 2024.Also, Mr. Ternes has previously been granted 45,000 options to acquire 45,000 shares of common stock under Provident's 2010 Equity Incentive Plan. Fifty percent of the grant vests on June 20, 2013, fifty percent of the grant vests on June 20, 2015, and the entire grant expires on June 20, 2021.

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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