Barrett Business Services (BBSI) Form 4 BARRETT BUSINESS SERVICES / James R Potts 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^*

Potts James 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)
EVP Gen Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

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	07/01/2024		M		3,696	A	$0.00	32,876(1)(2)	D
Common Stock	07/01/2024		M		3,544	A	$0.00	36,420	D
Common Stock	07/01/2024		M		3,256	A	$0.00	39,676	D
Common Stock	07/01/2024		F		1,455	D	$32.63	38,221	D
Common Stock	07/01/2024		F		1,395	D	$32.63	36,826	D
Common Stock	07/01/2024		F		1,282	D	$32.63	35,544	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
Restricted Stock Units	(3)	07/01/2024		M			3,544(1)	(4)	(4)	Common Stock	3,544(1)	$0.00	3,544(1)	D
Restricted Stock Units	(3)	07/01/2024		M			3,696(1)	(5)	(5)	Common Stock	3,696(1)	$0.00	7,396(1)	D
Restricted Stock Units	(3)	07/01/2024		M			3,256(1)	(6)	(6)	Common Stock	3,256(1)	$0.00	9,768(1)	D
Restricted Stock Units	(3)	07/01/2024		A		9,193		(7)	(7)	Common Stock	9,193	$0.00	9,193	D
Restricted Stock Units	(3)	07/01/2024		A		633		(8)	(8)	Common Stock	633	$0.00	633	D

Explanation of Responses:

1. Adjusted to reflect a four-for-one forward split of the Issuer's common stock effective on June 21, 2024.

2. Reflects the correction of an error in the reporting person's Form 4 filed March 1, 2023 that understated the shares withheld to cover taxes by 6 shares (24 shares post-split).

3. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.

4. The Restricted Stock Units vest in four annual installments beginning July 1, 2022, and will be settled by delivery of unrestricted shares of common stock on the vesting date.

5. The Restricted Stock Units vest in four annual installments beginning July 1, 2023, and will be settled by delivery of unrestricted shares of common stock on the vesting date.

6. The Restricted Stock Units vest in four annual installments beginning July 1, 2024, and will be settled by delivery of unrestricted shares of common stock on the vesting date.

7. The Restricted Stock Units vest in four annual installments beginning July 1, 2025, and will be settled by delivery of unrestricted shares of common stock on the vesting date.

8. The Restricted Stock Units vest in one installment on July 1, 2029, and will be settled by delivery of unrestricted shares of common stock on the vesting date.

Remarks:

	/s/ Anthony Harris, as attorney-in-fact	07/03/2024
	** 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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