FNB Bancorp Form 4 FNB BANCORP / EDWARD J WATSON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WATSON EDWARD J

(Last) (First) (Middle)

C/O FNB BANCORP

975 EL CAMINO REAL

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FNB BANCORP/CA/ [ fnbg ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2018

4. If Amendment, Date of 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

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

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 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: 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
EMPLOYEE STOCK OPTIONS	$5.3073	07/05/2018		D			2,328	09/26/2008	09/26/2018	COMMON STOCK	2,328	$38.4817	0	D
EMPLOYEE STOCK OPTIONS	$3.5345	07/05/2018		D			2,112	12/18/2009	12/18/2019	COMMON STOCK	2,112	$38.4817	0	D
EMPLOYEE STOCK OPTIONS	$6.8154	07/05/2018		D			1,508	03/25/2011	03/25/2021	COMMON STOCK	1,508	$38.4817	0	D
EMPLOYEE STOCK OPTIONS	$10.5855	07/05/2018		D			1,230	02/22/2013	02/22/2023	COMMON STOCK	1,230	$38.4817	0	D
EMPLOYEE STOCK OPTIONS	$15.3187	07/05/2018		D			1,737	12/13/2013	12/13/2023	COMMON STOCK	1,737	$38.4817	0	D
EMPLOYEE STOCK OPTIONS	$16.2689	07/05/2018		D			1,404	12/12/2014	12/12/2024	COMMON STOCK	1,404	$38.4817	0	D
EMPLOYEE STOCK OPTIONS	$18.4429	07/05/2018		D			2,481	11/20/2015	11/20/2025	COMMON STOCK	2,481	$38.4817	0	D
EMPLOYEE STOCK OPTIONS	$20.9524	07/05/2018		D			2,954	11/18/2016	11/18/2026	COMMON STOCK	2,954	$38.4817	0	D

Explanation of Responses:

Remarks:

DISPOSITION OF SECURITIES IS RELATED TO THE CLOSING OF THE MERGER WITH TRICO BANCSHARES OF JULY 6, 2018.

	EDWARD J WATSON	07/05/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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