SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WALDYCH KENNETH J
(Last) (First) (Middle)
114 EAST LEXINGTON STREET
(Street)
BALTIMORE MD 21202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROVIDENT BANKSHARES CORP [ (PBKS) ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Sr. Credit Off. of Subs.
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/23/2009 D 5,051 D (1) 0.0000 D
Common Stock 05/23/2009 D 220 D (2) 0.0000 I By Stock Award
Common Stock 05/23/2009 D 3,238 D (3) 0.0000 I By Stock Award IV
Common Stock 05/23/2009 D 2,770 D (4) 0.0000 I By Stock Award V
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (right to buy) $37.01 05/23/2009 D 5,000 04/19/2007(5) 04/19/2014 Common Stock 5,000 $0 0 D
Stock Options (right to buy) $35.7 05/23/2009 D 8,670 02/21/2008(6) 02/21/2015 Common Stock 8,670 $0 0 D
Stock Options (right to buy) $32.66 05/23/2009 D 1,500 09/19/2008(7) 09/19/2015 Common Stock 1,500 $0 0 D
Stock Options (right to buy) $17.37 05/23/2009 D 20,000 02/20/2009(8) 02/20/2016 Common Stock 20,000 $0 0 D
Stock Options (right to buy) $7.04 05/23/2009 D 19,869 08/20/2009(9) 08/20/2016 Common Stock 19,869 $0 0 D
Stock Options (right to buy) $21.96 05/23/2009 D 1,500 12/19/2008(10) 12/19/2017 Common Stock 1,500 $0 0 D
Explanation of Responses:
1. Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 866 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
2. Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 37 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
3. Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 555 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
4. Disposed of pursuant to merger agreement between issuer and M&T Bank Corporation in exchange for 475 shares of M&T Bank Corporation common stock having a market value of $46.73 per share on the closing date of the merger.
5. This option, which provided for vesting in four annual installments commencing on April 19, 2007, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 858 shares of M&T Bank Corporation common stock for $215.64 per share.
6. This option, which provided for vesting in four annual installments commencing on February 21, 2008, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 1,487 shares of M&T Bank Corporation common stock for $208.01 per share.
7. This option, which provided for vesting in four annual installments commencing on September 19, 2008, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 257 shares of M&T Bank Corporation common stock for $190.30 per share.
8. This option, which provided for vesting in four annual installments commencing on February 20, 2009, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 3,432 shares of M&T Bank Corporation common stock for $101.21 per share.
9. This option, which provided for vesting in four annual installments commencing on August 20, 2009, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 3,410 shares of M&T Bank Corporation common stock for $41.02 per share.
10. This option, which provided for vesting in four annual installments commencing on December 19, 2008, was assumed by M&T Bank Corporation in the merger and replaced with an option to purchase 257 shares of M&T Bank Corporation common stock for $127.95 per share.
Remarks:
By: Robert L. Davis, Power of Attorney 05/23/2009
** Signature of Reporting Person Date
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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