TRICO BANCSHARES / — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRICO BANCSHARES / (tcbk)
CIK: 0000356171
Period of Report: 2012-05-22

Reporting Person: CARNEY CRAIG B (EVP & Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-24	Common Stock	J	0	—	Acquired	37006.7694	Direct
2012-05-24	Common Stock	J	0	—	Acquired	118.9797	Indirect
2012-05-24	Common Stock	J	0	—	Acquired	103.0321	Indirect
2012-05-24	Common Stock	J	0	—	Acquired	113.3129	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-22	Option Common Stock	$15.34	A	20000	Acquired	2022-05-22	Common Stock (20000)	Direct

Footnotes

F1: No transactions occurred among these shares, intended only to reflect number of shares beneficially owned.

F2: Common Stock owned includes shares held in the issuer's ESOP of 14,762.78 shares.

F3: The option vests in five equal installments, beginning on May 22, 2013.