SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Provident Financial Services, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
74386T 10 5
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(CUSIP Number)
December 31, 2008
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(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 13G Page 2 of 5 Pages
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1 Names of Reporting Persons
The Provident Bank
Employee Stock Ownership Plan Trust
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2 Check the Appropriate Box if a Member of a Group (see instructions)
(a) ___________
(b) _____X_____
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3 SEC Use Only
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4 Citizenship or Place of Organization
New Jersey
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Number of Shares 5 Sole Voting Power
Beneficially Owned by
Each Reporting Person 3,783,285
With:
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6 Shared Voting Power
903,299
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7 Sole Dispositive Power
4,686,584
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8 Shared Dispositive Power
0
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,686,584
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(see instructions)
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11 Percent of Class Represented by Amount in Row 9
7.86 % of 59,610,623 shares of Common Stock outstanding as of
December 31, 2008.
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12 Type of Reporting Person (see instructions)
EP
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CUSIP NO. 74386T 10 5 13G 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: 4,686,584.
(b) Percent of class: 7.86%.
CUSIP NO. 74386T 10 5 13G 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: 3,783,285.
(ii) Shared power to vote or to direct the vote: 903,299.
(iii) Sole power to dispose or to direct the disposition
of: 4,686,584.
(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 13G 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 10, 2009 THE PROVIDENT BANK
EMPLOYEE STOCK
OWNERSHIP PLAN TRUST
By: GreatBanc Trust Company, as Trustee
/s/ John S. Marino
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Name: John S. Marino
Title: Vice President