Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Kitagawa Allan S	2. Issuer Name and Ticker or Trading Symbol Territorial Bancorp Inc. [ TBNK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO
(Last) (First) (Middle) 1132 BISHOP STREET, SUITE 2200	3. Date of Earliest Transaction (MM/DD/YYYY) 12/7/2016
(Street) HONOLULU, HI 96813 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	12/7/2016		S		1038 ⁽¹⁾	D	$32.14	111289	D
Common Stock	12/7/2016		S		331 ⁽¹⁾	D	$32.15	110958	D
Common Stock	12/7/2016		S		100 ⁽¹⁾	D	$32.155	110858	D
Common Stock	12/7/2016		S		200 ⁽¹⁾	D	$32.160	110658	D
Common Stock	12/7/2016		S		100 ⁽¹⁾	D	$32.165	110558	D
Common Stock	12/7/2016		S		1084 ⁽¹⁾	D	$32.17	109474	D
Common Stock	12/7/2016		S		300 ⁽¹⁾	D	$32.18	109174	D
Common Stock	12/7/2016		S		15 ⁽¹⁾	D	$32.19	109159	D
Common Stock	12/7/2016		S		219 ⁽¹⁾	D	$32.20	108940	D
Common Stock	12/7/2016		S		100 ⁽¹⁾	D	$32.205	108840	D
Common Stock	12/7/2016		S		578 ⁽¹⁾	D	$32.21	108262	D
Common Stock	12/7/2016		S		285 ⁽¹⁾	D	$32.22	107977	D
Common Stock	12/7/2016		S		100 ⁽¹⁾	D	$32.225	107877	D
Common Stock	12/7/2016		S		400 ⁽¹⁾	D	$32.24	107477	D
Common Stock	12/7/2016		S		100 ⁽¹⁾	D	$32.245	107377	D
Common Stock	12/7/2016		S		85 ⁽¹⁾	D	$32.25	107292	D
Common Stock	12/7/2016		S		200 ⁽¹⁾	D	$32.255	107092	D
Common Stock	12/7/2016		S		100 ⁽¹⁾	D	$32.26	106992	D
Common Stock	12/7/2016		S		200 ⁽¹⁾	D	$32.28	106792	D
Common Stock	12/7/2016		S		100 ⁽¹⁾	D	$32.29	106692	D
Common Stock	12/7/2016		S		172 ⁽¹⁾	D	$32.30	106520	D
Common Stock								35000	I	By Spouse
Common Stock								26788	I	By 401(k)
Common Stock								8048	I	By ESOP

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$17.36							8/19/2011	8/19/2020	Common Stock	126419		126419	D

Explanation of Responses:
( 1)	Represents shares sold in connection with the payment of taxes due on exercise of stock options on December 2, 2016.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kitagawa Allan S 1132 BISHOP STREET, SUITE 2200 HONOLULU, HI 96813	X		Chairman, President and CEO

Signatures
/s/ Ned A. Quint, pursuant to power of attorney		12/8/2016
^** 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.
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