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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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) President & CEO (Last) (First) (Middle) 63 CONSTITUTION DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 05/19/2016 (Street) CHICO, CA 95973 4. If Amendment, Date Original Filed(Month/Day/Year) 05/23/2016 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 06/09/2016   J(1)(2)   0 A $ 0 169,476 D   Common Stock 06/09/2016   J(1)(2)   0 A $ 0 30,791.72 I By ESOP Common Stock 06/09/2016   J(1)(2)   0 A $ 0 214.85 I By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 Units

$ 0 (1) (3)

05/19/2016

A

5,296

(3)

05/19/2020

Common Stock

5,296

$ 0

13,458

D

Performance Stock Units

$ 0 (1) (4)

05/19/2016

A

5,296

(4)

05/18/2019

Common Stock

5,296

$ 0

15,872

D

Reporting Owners

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

Signatures

/S/ Richard P Smith By Ryan Bryson Attorney-in-Fact		06/09/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This amended form is filed solely to report the previously reported grants of Restricted and Performance Stock Units in Table II rather than Table l and to the correct the total beneficial ownership of common stock reported in Table I.
(2)	No transactions occurred among these shares. Intended only to reflect number of shares beneficially owned.
(3)	Represents the grant of Restricted Stock Units. The shares vest as follows: 25% on May 19 2017, 25% on May 19, 2018, 25% on May 19, 2019, and 25% on May 19, 2020.
(4)	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) on May 18, 2019 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 forfeitures, accelerated vesting and other restrictions as set forth in the plan and the agreement.

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