SEC FORM 4

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^*

Colombo Russell A

(Last)

(First)

(Middle)

504 REDWOOD BOULEVARD, SUITE 100

(Street)

NOVATO

94947

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bank of Marin Bancorp [ BMRC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/27/2018		J⁽¹⁾		32,593	A	$0.00	66,186	D
Common Stock	01/02/2019		G		1,000	D	$0.00	65,186	D
Common Stock	02/05/2019		S		5,117	D	$42	60,069	D
Common Stock	02/05/2019		X		10,196	A	$11.125	70,265	D
Common Stock	08/10/2018		J⁽²⁾		28.2655	A	$0.00	7,693.8777	I	By ESOP
Common Stock	11/08/2018		J⁽²⁾		31.223	A	$0.00	7,725.1007	I	By ESOP
Common Stock	11/27/2018		J⁽³⁾		7,725.1006	A	$0.00	15,450.2013	I	By ESOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$11.125							⁽⁴⁾	04/01/2019	Common Stock	10,196⁽⁵⁾		0	D
Stock Options (Right to buy)	$16.55							⁽⁴⁾	04/01/2020	Common Stock	9,000⁽⁶⁾		9,000	D
Stock Options (Right to buy)	$19							⁽⁴⁾	04/01/2021	Common Stock	8,600⁽⁷⁾		8,600	D
Stock Options (Right to buy)	$19.09							⁽⁴⁾	04/02/2022	Common Stock	13,800⁽⁸⁾		13,800	D
Stock Options (Right to buy)	$19.675							⁽⁴⁾	04/01/2023	Common Stock	8,200⁽⁹⁾		8,200	D
Stock Options (Right to Buy)	$22.94							⁽⁴⁾	04/01/2024	Common Stock	8,400⁽¹⁰⁾		8,400	D
Stock Options (Right to buy)	$25.375							⁽¹¹⁾	03/02/2025	Common Stock	14,340⁽¹²⁾		14,340	D
Stock Options (Right to buy)	$24.825							⁽¹¹⁾	03/01/2026	Common Stock	14,820⁽¹³⁾		14,820	D
Stock Options (Right to buy)	$34.8							⁽¹¹⁾	03/01/2027	Common Stock	10,360⁽¹⁴⁾		10,360	D
Stock Options (Right to buy)	$33.575							⁽¹¹⁾	03/01/2028	Common Stock	11,540⁽¹⁵⁾		11,540	D
Stock Options (Right to buy)	$33.575							⁽¹⁶⁾	03/01/2028	Common Stock	5,420⁽¹⁷⁾		5,420	D

Explanation of Responses:

1. On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 32,593 additional shares of common stock.

2. Exempt under Rule 16A-11 Additional shares resulting from dividend reinvestments

3. On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 7725.1006 additional shares of common stock.

4. Exercisable 20% per year beginning on date of grant

5. This option was previously reported as covering 5,098 shares at an exercise price of $22.25 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

6. This option was previously reported as covering 4,500 shares at an exercise price of $31.10 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

7. This option was previously reported as covering 4,300 shares at an exercise price of $38.00 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

8. This option was previously reported as covering 6,900 shares at an exercise price of $38.18 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

9. This option was previously reported as covering 4,100 shares at an exercise price of $39.35 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

10. This option was previously reported as covering 4,200 shares at an exercise price of $45.88 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

11. Exercisable 33% per year beginning on first anniversary date of grant

12. This option was previously reported as covering 7,170 shares at an exercise price of $50.75 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

13. This option was previously reported as covering 7,410 shares at an exercise price of $49.65 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

14. This option was previously reported as covering 5,180 shares at an exercise price of $69.60 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

15. This option was previously reported as covering 5,770 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

16. Exercisable 33% immediately, then 33% per year on first anniversary date of grant.

17. This option was previously reported as covering 2,710 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

Remarks:

	Nancy R. Boatright, Attorney-in-Fact	02/07/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.