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 * COMPTON CRAIG S	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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 63 CONSTITUTION DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/27/2021
(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	5/28/2021		M		1553	A	(1)	159157	D

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	(2)	5/27/2021		M		1398		(2)	(2)	Common Stock	1398	$0	2951	D
Restricted Stock Unit	(1)	5/28/2021		M			1553	(1)	(1)	Common Stock	1553	$0	1398	D

Explanation of Responses:
(1)	Represents the conversion upon vesting of RSUs into common stock on a one-for-one basis. RSU was granted on May 28, 2020. Price per share on vesting date (May 28, 2021): $47.95
(2)	Represents the grant of Restricted Stock Units. 100% of the shares vest on 05/27/2022. Cash dividends on RSUs are reinvested in shares of common stock of the Issuer at fair market value on date of dividend payment. Per unit value on date of grant was $46.47 (based on the 30-day average closing price of Issuers common stock).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COMPTON CRAIG S 63 CONSTITUTION DRIVE CHICO, CA 95973	X

Signatures
/s/ Craig Compton by Jason Cove, Attorney-In-Fact		6/1/2021
**Signature of Reporting Person		Date