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
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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 ^* Fleshood John	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 Operating Officer
(Last) (First) (Middle) 1217 W. SACRAMENTO AVE #208	3. Date of Earliest Transaction (MM/DD/YYYY) 6/5/2020
(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)
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	6/5/2020		M		3194	A	⁽¹⁾	13439.93	D
Common Stock	6/5/2020		J⁽²⁾		0	A	$0	647.58	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)
Performance Stock Unit	⁽¹⁾	6/5/2020		M			3194	⁽¹⁾	⁽¹⁾	Common Stock	3194	$0	4744	D
Performance Stock Unit	⁽³⁾	6/5/2020		A		5732		⁽³⁾	⁽³⁾	Common Stock	5732	$0	10476	D
Restricted Stock Unit	⁽⁴⁾	6/5/2020		A		5732		⁽⁴⁾	⁽⁴⁾	Common Stock	5732	$0	13310	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 2,272 PSUs which was reported in the original Form 4 for this grant). PSUs vested at 140.6%.
(2)	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.
(3)	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.
(4)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fleshood John 1217 W. SACRAMENTO AVE #208 CHICO, CA 95973			EVP - Chief Operating Officer