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
                                                                                  
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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 *

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)
Chief Human Resource Officer
(Last)          (First)          (Middle)

63 CONSTITUTION DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/23/2017
(Street)

CHICO, CA 95973
(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)
Code V Amount (A) or (D) Price
Common Stock   6/5/2017     J (1)    0   A $0   1033   D    
Common Stock   6/5/2017     J (1)    0   A $0   820.65   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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (2) 5/23/2017     A      865         (2) 5/24/2021   Common Stock   865   $0   2950   D    
Performance Stock Unit     (3) 5/23/2017     A      865         (3) 5/25/2020   Common Stock   865   $0   4315   D    

Explanation of Responses:
(1)  No transaction occurred among these shares. Intended only to reflect number of shares beneficially owned.
(2)  Represents the grant of Restricted Stock Units. The shares vest as follows: 25% on May 23rd 2018, 25% on May 23rd 2019, 25% on May 25th 2020, and 25% May 24th 2021
(3)  Represents performance-based restricted stock units (PSUs) that will vest between 0% and 150% of the target number of shares ( the number of shares listed in box 4) based on May 25th, 2020 based on the issuers total stockholder return relative to the KBW Regional Banking Index. The PSUs were issued to the Reporting person pursuant to the issuers 2009 Equity Incentive Plan and Performance Award agreement and are subject to the forfeitures, accelerated vesting and other restrictions as set forth in the plan and the agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hunter Glenn C
63 CONSTITUTION DRIVE
CHICO, CA 95973

Chief Human Resource Officer

Signatures
/s/ Glenn Hunter By Jason Cove Attorney-In-Fact 6/5/2017
** 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 control number.
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