Sec Form 4 Filing - DERENZO MITCHELL A @ AMERICAN RIVER BANKSHARES - 2018-12-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DERENZO MITCHELL A 2. Issuer Name and Ticker or Trading Symbol AMERICAN RIVER BANKSHARES [ AMRB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP - Chief Financial Officer (Last) (First) (Middle) 3666 BUENA VISTA DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2018 (Street) SACRAMENTO, CA95864 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 ( 1 ) 12/31/2018 12/31/2018 D 2,659 D $ 0 61,317 D Common Stock ( 2 ) 02/20/2019 02/20/2019 A 3,217 A $ 0 64,534 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

R eporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DERENZO MITCHELL A 3666 BUENA VISTA DRIVE SACRAMENTO, CA95864 EVP - Chief Financial Officer Signatures /s/ Mitchell A. Derenzo 02/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 15, 2017, Mr. Derenzo was awarded performance based restricted shares of common stock that carry voting and dividend rights and were subject to increase, decrease, or forfeiture based on the performance of the Company's common stock compared with the stock performance of a peer group. The shares were to be earned from January 1, 2017 to December 31, 2018, with vesting to occur on January 1, 2020. The Company did not meet the performance targets and these restricted shares were forfeited on December 31, 2018. ( 2 )Mr. Derenzo was awarded restricted shares of common stock that vest ratably over three years or 33.33% per year.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.