SC 13G 1 sc13g_020510.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Provident Financial Services, Inc. ---------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share --------------------------------------- (Title of Class of Securities) 74386T 10 5 -------------- (CUSIP Number) December 31, 2009 ------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 Pages CUSIP NO. 74386T 10 5 Page 2 of 5 Pages ======== ======================================================================= 1 Names of Reporting Persons The Provident Bank Employee Stock Ownership Plan Trust -------- ----------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (see instructions) (a) --------------- (b) X --------------- -------- ----------------------------------------------------------------------- 3 SEC Use Only -------- ----------------------------------------------------------------------- 4 Citizenship or Place of Organization New Jersey ------------------------- ----- ------------------------------------------------ Number of Shares 5 Sole Voting Power Beneficially Owned by Each Reporting Person 3,607,811 With: ------------------------- ----- ------------------------------------------------ 6 Shared Voting Power 1,039,997 ------------------------- ----- ------------------------------------------------ 7 Sole Dispositive Power 4,647,808 ------------------------- ----- ------------------------------------------------ 8 Shared Dispositive Power 0 -------- ----------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 4,647,808 -------- ----------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) -------- ----------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row 9 7.76% of 59,821,850 shares of Common Stock outstanding as of December 31, 2009. -------- ----------------------------------------------------------------------- 12 Type of Reporting Person (see instructions) EP ======== ======================================================================= CUSIP NO. 74386T 10 5 Page 3 of 5 Pages Item 1 (a) Name of Issuer Provident Financial Services, Inc. (b) Address of Issuer's Principal Executive Offices 830 Bergen Avenue Jersey City, New Jersey 07306-4599 Item 2 (a) Name of Person Filing The Provident Bank Employee Stock Ownership Plan Trust Trustee: GreatBanc Trust Company (b) Address of Principal Business Office 801 Warrenville Road Suite 500 Lisle, Illinois 60532 (c) Citizenship or Place of Organization New Jersey (d) Title of Class of Securities Common Stock, par value $.01 per share (e) CUSIP Number 74386T 10 5 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b, or (c), check whether the person filing is a: (f) [X] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 4,647,808. (b) Percent of class: 7.76%. CUSIP NO. 74386T 10 5 Page 4 of 5 Pages (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 3,607,811. (ii) Shared power to vote or to direct the vote: 1,039,997. (iii) Sole power to dispose or to direct the disposition of: 4,647,808. (iv) Shared power to dispose or to direct the disposition of : 0. 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 Item 8. Identification and Classification of Members of the Group The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974. Item 9. Notice of Dissolution of Group Not applicable Item 10. 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. CUSIP NO. 74386T 10 5 Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 5, 2010 THE PROVIDENT BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST By: GreatBanc Trust Company, as Trustee /s/ John S. Marino ---------------------------------------- Name: John S. Marino Title: Vice President