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1)
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NAME OF REPORTING PERSON
Provident Savings Bank, FSB Employee Stock Ownership Plan ("ESOP")
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [X]
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3)
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SEC USE ONLY
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4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
Not applicable
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5)
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SOLE VOTING POWER
0
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6)
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SHARED VOTING POWER
1,047,006
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7)
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SOLE DISPOSITIVE POWER
0
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8)
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SHARED DISPOSITIVE POWER
1,047,006
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,047,006
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10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
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11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
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12)
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TYPE OF REPORTING PERSON
EP
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ITEM 1(a).
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NAME OF ISSUER:
Provident Financial Holdings, Inc. (the "Corporation")
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ITEM 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3756 Central Avenue, Riverside, California 92506
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ITEM 2(a).
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NAME OF PERSON FILING:
Provident Savings Bank, FSB Employee Stock Ownership Plan
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE:
3756 Central Avenue, Riverside, California 92506
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ITEM 2(c).
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CITIZENSHIP:
Not applicable.
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
Common stock, par value $.01 per share (the "Common Stock")
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ITEM 2(e).
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CUSIP NUMBER: 743868 10 1
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ITEM 3.
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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:
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||
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
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(f)
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[X ]
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An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
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(j)
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[ ]
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:________
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ITEM 4.
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OWNERSHIP:
The ESOP holds an aggregate of 1,047,006 shares of the Corporation's Common Stock (13.9% 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 underwritten public common stock offering.
The ESOP Trustees may be deemed to beneficially own the 1,047,006 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:
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Trustee
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Shares beneficially owned
as ESOP participant (1)
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All other shares
beneficially owned (2)
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Craig G. Blunden
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29,591
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246,691
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|||
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Donavon P. Ternes
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25,807
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251,668
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Deborah L. Hill
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3,678
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9,772
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_________
(1) Participant allocations for the 2018 calendar year have not yet been completed. Accordingly, the share amounts in this column represent the Trustees' individual balances prior to the December 31, 2018 allocations.
(2) Includes 91,000, 85,000 and 8,750 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, 2018.
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.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
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ITEM 10.
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CERTIFICATION:
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, other than activities solely in connection with a nomination under Section 240.14a-11.
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Date: January 18, 2019
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PROVIDENT SAVINGS BANK, FSB
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
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By:
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Provident Savings Bank, FSB,
as Plan Administrator
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By:
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/s/Donavon P. Ternes
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Name:
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Donavon P. Ternes
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Title:
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President, Chief Operating Officer
and Chief Financial Officer
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