|
1)
|
NAME
OF REPORTING PERSON
Provident
Savings Bank, FSB Employee Stock Ownership Plan
("ESOP")
|
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [X]
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3)
|
SEC
USE ONLY
|
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4)
|
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)
|
SOLE
VOTING POWER
0
|
|
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6)
|
SHARED
VOTING POWER
641,783
|
|
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7)
|
SOLE
DISPOSITIVE POWER
0
|
|
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8)
|
SHARED
DISPOSITIVE POWER
641,783
|
|
9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
641,783
|
|
10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES [ ]
|
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11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
|
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
|
|
ITEM
2(a)
|
NAME
OF PERSON FILING:
Provident
Savings Bank, FSB Employee Ownership Plan
|
|
ITEM
2(b)
|
ADDRESS
OF PRINCIPAL BUSINESS OFFICE:
The business address of the ESOP is:
3756
Central Avenue, Riverside, California 92506
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ITEM
2(c)
|
CITIZENSHIP:
Not
applicable.
|
|
ITEM
2(d)
|
TITLE
OF CLASS OF SECURITIES
Common
stock, par value $.01 per share (the "Common
Stock")
|
|
ITEM
2(e)
|
CUSIP
NUMBER: 743868 10
1
|
|
ITEM
3
|
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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||
|
(a)
|
[ ]
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o);
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(b)
|
[ ]
|
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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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
|
|
|
|
(d)
|
[ ]
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
|
|
(e)
|
[ ]
|
An
investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
[X
]
|
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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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)
|
[ ]
|
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); and
|
|
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(j)
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[ ]
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Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J).
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ITEM
4
|
OWNERSHIP:
The ESOP holds an aggregate of 641,783 shares of Common Stock
(10.3% of the outstanding shares) over which it has shared voting and
dispositive powers.
The ESOP Trustees may be deemed to beneficially own
the 641,783 shares held by the ESOP. However, the Trustees
expressly disclaims beneficial ownership of all of such shares, other than
such shares which have been allocated to their ESOP participant
accounts.
The
following table shows the number of shares of Common Stock beneficially
owned by each of the ESOP Trustees:
Shares
beneficially
All other shares
Trustee owned
as ESOP
participant
beneficially
owned(1)
Craig G.
Blunden 17,222
227,114
Donavon P.
Ternes 8,424
161,919
Deborah L.
Hill 7,196
11,625
________________
(1)
Includes 69,600, 107,800 and 7,000 shares underlying stock
options held by Mr. Blunden, Mr. Ternes and Ms. Hill that were exercisable
as of or within 60 days after December 31, 2008.
Pursuant to the ESOP, participants in the ESOP are entitled to
instruct the Trustee 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 Trustee is 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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||
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ITEM
5
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS:
Not
applicable.
|
||
|
ITEM
6.
|
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not
applicable.
|
||
|
ITEM
7.
|
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:
This
Schedule 13G is being filed on behalf of the ESOP identified in Item 2(a),
which is filing under the Item 3(f) classification. Exhibit A
contains a disclosure of the voting and dispositive powers over shares of
the issuer held directly by trustees of this plan. Each trustee of
the trust established pursuant to the ESOP disclaims that he is acting in
concert with, or as a member of a group consisting of, the other trustees
of said plan.
|
||
|
ITEM
9.
|
NOTICE
OF DISSOLUTION OF GROUP:
Not
Applicable.
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||
| ITEM 10. |
CERTIFICATIONS
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.
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Date:
February 12, 2009
|
PROVIDENT
SAVINGS BANK, FSB
EMPLOYEE
STOCK OWNERSHIP PLAN AND TRUST
|
||
|
By:
|
Provident
Savings
Bank, FSB,
as Plan
Administrator
|
||
|
By:
|
/s/
Donavon P.
Ternes
|
||
| Name: | Donavon P. Ternes | ||
| Title: |
Executive
Vice President, Chief Operating Officer
and
Chief Financial
Officer
|
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