|
1)
|
NAME
OF REPORTING PERSON
Provident
Savings Bank, FSB Employee Stock Ownership Plan and Trust
("ESOP")
|
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [X]
|
|
3)
|
SEC
USE ONLY
|
|
4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Not
applicable
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
||
|
5)
|
SOLE
VOTING POWER
0
|
|
|
6)
|
SHARED
VOTING POWER
1,417,868
|
|
|
7)
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8)
|
SHARED
DISPOSITIVE POWER
1,417,868
|
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,417,868
|
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES [ ]
|
|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
|
|
12
|
TYPE
OF REPORTING PERSON
EP
|
|
ITEM
1(a)
|
NAME
OF ISSUER:
Provident Financial
Holdings, Inc. (the
"Corporation")
|
|
ITEM
1(b)
|
ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3756 Central Avenue,
Riverside, California 92506
|
|
ITEM
2(a)
|
NAME
OF PERSON FILING:
Provident
Savings Bank, FSB Employee Ownership Plan
|
|
ITEM
2(b)
|
ADDRESS
OF PRINCIPAL BUSINESS OFFICE:
The business address of the ESOP is:
3756
Central Avenue, Riverside, California 92506
|
|
ITEM
2(c)
|
CITIZENSHIP:
Not
applicable.
|
|
ITEM
2(d)
|
TITLE
OF CLASS OF SECURITIES
Common
stock, par value $.01 per share (the "Common
Stock")
|
|
ITEM
2(e)
|
CUSIP
NUMBER: 743868 10
1
|
|
ITEM
3
|
IF
THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR 240.13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS:
|
||
|
(a)
|
[ ]
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
|
|
|
(b)
|
[ ]
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
|
|
|
(c)
|
[ ]
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
|
|
|
|
(d)
|
[ ]
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
|
|
(e)
|
[ ]
|
An
investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
[X
]
|
An
employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[ ]
|
A
parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[ ]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
[ ]
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); and
|
|
|
(j)
|
[ ]
|
Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J).
|
|
|
ITEM
4
|
OWNERSHIP:
The ESOP holds an aggregate of 1,417,868 shares of the
Corporation's Common Stock (12.4% of the outstanding shares), over which
it has shared voting and dispositive powers. This includes 800,000
shares purchased by the ESOP from the Corporation in December 2009 in
connection with the Corporation's recently completed underwritten
public common stock offering.
The ESOP Trustees may be deemed to beneficially own
the 1,417,868 shares held by the ESOP. However, the Trustees
expressly disclaim beneficial ownership of all of such shares, other than
such shares which have been allocated to their respective ESOP participant
accounts.
The
following table shows the number of shares of Common Stock beneficially
owned by each of the ESOP Trustees:
Shares
beneficially
All other shares
Trustee owned
as ESOP
participant(1)
beneficially
owned(2)
Craig G.
Blunden 17,271
306,115
Donavon P.
Ternes 8,470
231,619
Deborah L.
Hill 7,221
23,024
________________
(1)
Participant allocations for the 2009 calendar year have not yet been
completed. Accordingly, the share amounts in this column represent
the Trustees' own participant balances as of December 31,
2008.
(2)
Includes 84,000, 118,400 and 10,500 shares underlying stock
options held by Mr. Blunden, Mr. Ternes and Ms. Hill,
respectively, that were exercisable as of or within 60 days after
December 31, 2009.
Pursuant to the ESOP, participants in the ESOP are entitled to
instruct the Trustees as to the voting of the shares allocated to their
ESOP accounts. On each issue with respect to which shareholders are
entitled to vote, the Trustees are required to vote the shares held
by the ESOP which have not been allocated to participant accounts in the
manner directed under the ESOP.
|
||
|
ITEM
5
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS:
Not
applicable.
|
||
|
ITEM
6.
|
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not
applicable.
|
||
|
ITEM
7.
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
Not
applicable.
|
||
|
ITEM
8.
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not
applicable.
|
||
|
ITEM
9.
|
NOTICE
OF DISSOLUTION OF GROUP:
Not
applicable.
|
||
| ITEM 10. |
CERTIFICATIONS
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
|
|
Date: January
6, 2010
|
PROVIDENT
SAVINGS BANK, FSB
EMPLOYEE
STOCK OWNERSHIP PLAN AND TRUST
|
||
|
By:
|
Provident
Savings Bank, FSB,
as Plan
Administrator
|
||
|
By:
|
/s/
Donavon P.
Ternes
|
||
| Name: | Donavon P. Ternes | ||
| Title: |
Executive
Vice President, Chief Operating Officer
and
Chief Financial
Officer
|
||