TCBK TriCo Bancshares

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 * SMITH RICHARD P	2. Issuer Name and Ticker or Trading Symbol TRICO BANCSHARES / [ TCBK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO & President
(Last)          (First)          (Middle) 63 CONSTITUTION DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/21/2021
(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	6/21/2021		M		1058	A	(1)	209106	D
Common Stock	6/21/2021		F		606 (2)	D	$44.93	208500	D
Common Stock	6/21/2021		J(3)		0	A	$0	36282.71	I	By ESOP
Common Stock	6/21/2021		J(4)		0	A	$0	239.6	I	By Spouse
Common Stock	6/21/2021		J(5)		0	A	$0	1199798	I	By ESOP Trustee

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	(1)	6/21/2021		M			1058	(1)	(1)	Common Stock	1058	$0	25434	D

Explanation of Responses:
(1)	25% vesting of RSU award (including accumulated dividends invested in common stock) granted June 19, 2018 based on a closing price of $44.93 on June 21, 2021.
(2)	Reflects shares withheld for taxes.
(3)	No transactions occurred among these shares. Intended only to reflect number of shares beneficially owned in reporting persons ESOP as of 12/31/2020.
(4)	No transactions occurred among these shares. Intended only to reflect number of shares beneficially owned.
(5)	The reporting person is a trustee of the Issuers Employee Stock Ownership Plan. The reporting person has no security interest in, and disclaims beneficial ownership of the securities.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH RICHARD P 63 CONSTITUTION DRIVE CHICO, CA 95973	X		CEO & President

Signatures
/s/ Richard Smith by Jason Cove, Attorney-In-Fact		6/22/2021
**Signature of Reporting Person		Date