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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * CARNEY CRAIG B   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 Credit Officer (Last) (First) (Middle) 63 CONSTITUTION DR 3. Date of Earliest Transaction (Month/Day/Year) 03/06/2019 (Street) CHICO, CA 95973 4. If Amendment, Date Original Filed(Month/Day/Year) 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 03/06/2019   M(1)   20,000 A $ 15.34 40,702 D   Common Stock 03/06/2019   F(1)   14,314 D $ 39.91 26,388 D   Common Stock 03/06/2019   M(1)   11,000 A $ 19.46 37,388 D   Common Stock 03/06/2019   F(1)   8,386 D $ 39.91 29,002 D   Common Stock 03/06/2019   J(2)   0 A $ 0 129.35 I By Children Common Stock 03/06/2019   J(2)   0 A $ 0 135.82 I By Children Common Stock 03/06/2019   J(2)   0 A $ 0 118.73 I By Children Common Stock 03/06/2019   J(2)   0 A $ 0 15,148.93 I By ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

Option Common Stock

$ 15.34

03/06/2019

M

20,000

05/22/2017

05/22/2022

Common Stock

20,000

$ 15.34

11,000

D

Option Common Stock

$ 19.46

03/06/2019

M

11,000

05/09/2018

05/09/2023

Common Stock

11,000

$ 19.46

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARNEY CRAIG B 63 CONSTITUTION DR CHICO, CA 95973			EVP/Chief Credit Officer

Signatures

/S/ Craig Carney By Jason Cove Attorney-In-Fact		03/08/2019
**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 form is being filed to report the exercise of a stock option for a total of 21,000 shares by means of a cashless exercise. As a result of this cashless exercise, the Reporting Person, on a net basis, acquired ownership of an additional 8,300 shares of common stock.
(2)	No transaction occurred among these shares. Intended only to reflect number of shares beneficially owned.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.