Gregory R Vaughn Form 4 BARRETT BUSINESS SERVICES / GREGORY R VAUGHN 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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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^*

VAUGHN GREGORY R

(Last) (First) (Middle)

8100 NE PARKWAY DRIVE, SUITE 200

(Street)

VANCOUVER WA 98662

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BARRETT BUSINESS SERVICES INC [ BBSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & COO-Corporate Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2018

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
Common Stock	11/16/2018		M		336	A	$29.99	85,461	D
Common Stock	11/16/2018		S		219	D	$71.3582(1)	85,242	D
Common Stock	11/16/2018		M		12,482	A	$16.53	97,724	D
Common Stock	11/16/2018		S		6,669	D	$71.3582(1)	91,055	D
Common Stock	11/19/2018		M		922	A	$29.99	91,977	D
Common Stock	11/19/2018		S		600	D	$71	91,377	D

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 (Right to Buy)	$29.99	11/16/2018		M			336	(2)	02/02/2025	Common Stock	336	$0.00	6,176	D
Employee Stock Options (Right to Buy)	$16.53	11/16/2018		M			12,482	(3)	04/06/2021	Common Stock	12,482	$0.00	1,783	D
Employee Stock Options (Right to Buy)	$29.99	11/19/2018		M			922	(2)	02/02/2025	Common Stock	922	$0.00	5,254	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $71.00 to $71.885. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. Became exercisable in four equal annual installments beginning February 02, 2016.

3. Became exercisable in eight equal annual installments beginning April 06, 2012.

Remarks:

	/s/ Anthony Harris, as attorney-in-fact	11/20/2018
	** 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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