Sec Form 4 Filing - Hunter Glenn C @ TRICO BANCSHARES / - 2018-06-19

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 Hunter Glenn C 2. Issuer Name and Ticker or Trading Symbol TRICO BANCSHARES / [ TCBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Chief Human Resource Offic (Last) (First) (Middle) 63 CONSTITUTION DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2018 (Street) CHICO, CA95973 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 06/19/2018 J( 1 ) 0 A $ 0 3,713 D Common Stock 06/19/2018 J( 1 ) 0 A $ 0 940.26 I By ESOP

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 Restricted Stock Units ( 2 ) 06/19/2018 A 791 ( 2 ) ( 2 ) Common Stock 791 $ 0 2,663 D Performance Stock Units ( 3 ) 06/19/2018 A 791 ( 3 ) ( 3 ) Common Stock 791 $ 0 2,795 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hunter Glenn C 63 CONSTITUTION DRIVE CHICO, CA95973 SVP Chief Human Resource Offic Signatures /s/ Glenn Hunter by Janine Howard, Attorney-in-Fact 06/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )No transaction occurred among these shares. Intended only to reflect number of shares beneficially owned. ( 2 )Restricted Stock Unit (RSU) award that vests 25% per year over four-years, beginning June 19, 2019. Cash dividends are reinvested in additional units at FMV on the dividend payment date. Per unit value on date of grant was $38.46 (based on the 30-day average closing price of Issuer's common stock). ( 3 )Performance-based restricted stock unit (PSU) grant that cliff vests after three years between 0% and 150% of the target number of shares (the number of shares listed in box 5) based on the Issuer's total stockholder return relative to the KBW Regional Banking Index.

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).

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