Sec Form 4 Filing - SMITH RICHARD P @ TRICO BANCSHARES / - 2019-06-25

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
SMITH RICHARD P
2. Issuer Name and Ticker or Trading Symbol
TRICO BANCSHARES / [ TCBK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & President
(Last) (First) (Middle)
63 CONSTITUTION DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2019
(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 06/25/2019 M 7,944 A 234,955 D
Common Stock 06/25/2019 F( 2 ) 4,182 D $ 37.41 230,773 D
Common Stock 06/25/2019 ( 3 ) J( 3 ) 0 A $ 0 34,291.72 I By ESOP
Common Stock 06/25/2019 J( 6 ) 0 A $ 0 227.42 I By Spouse
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 D erivative 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
Performance Stock Units ( 1 ) 06/25/2019 M 7,944 ( 1 ) ( 1 ) Common Stock 7,944 $ 0 8,119 D
Restricted Stock Units ( 4 ) 06/25/2019 A 7,273 ( 4 ) ( 4 ) Common Stock 7,273 $ 0 13,851 D
Performance Stock Units ( 5 ) 06/25/2019 A 7,273 ( 5 ) ( 5 ) Common Stock 7,273 $ 0 15,392 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH RICHARD P
63 CONSTITUTION DRIVE
CHICO, CA95973
X CEO & President
Signatures
/s/ Richard Smith by Jason Cove, Attorney-In-Fact 06/27/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of performance based stock unit (PSU). Each PSU represented the right to receive 0%-150% of the target number of shares based on the Issuers total stockholder return relative to the KBW Regional Banking Index (based on an initial grant of 5,296 PSUs which was reported in the original Form 4 for this grant)
( 2 )Reflects shares withheld to pay taxes
( 3 )No transactions occurred amongst these shares. Intended only to reflect number of shares beneficially owned in reporting persons ESOP account as of December 31, 2018.
( 4 )Restricted Stock Unit (RSU) award that vests 25% per year over four-years, beginning June 25, 2020. Per unit value on date of grant was $38.67 (based on the 30-day average closing price of Issuers common stock). Cash dividends on RSUs are reinvested in shares of common stock of the issuer at fair market value on date of dividend payment.
( 5 )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 Issuers total stockholder return relative to the KBW Regional Banking Index; subject to the forfeitures, accelerated vesting and other restrictions as set forth in the plan and award agreement.
( 6 )No transactions occurred amongst these shares. Intended only to reflect number of shares beneficially owned

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.