SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BAILEY DANIEL K

(Last)

(First)

(Middle)

63 CONSTITUTION DRIVE

(Street)

CHICO

95973

(City)

(State)

(Zip)

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)
	EVP - Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2020		M		1,695	A	⁽¹⁾	39,988.34	D
Common Stock	06/05/2020		F		524⁽²⁾	D	$32.56	39,464.34	D
Common Stock	06/05/2020		J⁽³⁾		0	A	$0	8,594.14	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Unit	⁽¹⁾	06/05/2020		M		1,695		⁽¹⁾	⁽¹⁾	Common Stock	1,695	$0	2,774	D
Performance Stock Unit	⁽⁴⁾	06/05/2020		A		3,928		⁽⁴⁾	⁽⁴⁾	Common Stock	3,928	$0	6,702	D
Restricted Stock Unit	⁽⁵⁾	06/05/2020		A		3,929		⁽⁵⁾	⁽⁵⁾	Common Stock	3,929	$0	6,800	D

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 1,206 PSUs which was reported in the original Form 4 for this grant). PSUs vested at 140.6%.

2. Shares withheld to pay taxes.

3. No transaction occurred among these shares. Intended only to reflect number of shares beneficially owned in reporting persons ESOP account as of December 31, 2019.

4. Performance-based restricted stock unit (PSU) grant that cliff vests after 3 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.

5. Restricted Stock Unit (RSU) award that vests 25% per year over four-years, beginning June 05, 2021. Per unit value on date of grant was $28.00 (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.

	/s/ Daniel Bailey by Jason Cove, Attorney-In-Fact	06/09/2020
	** 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).
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.