8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 31, 2017

Commission File Number  001-33572

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)

California	20-8859754
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
504 Redwood Blvd., Suite 100, Novato, CA	94947
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code:  (415) 763-4520

Not Applicable

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	xWritten communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
	o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	oPre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
	Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 1 - Registrant's Business and Operations

Section 8 - Other Events

Item 1.01 Entry Into a Material Definitive Agreement

Item 8.01 Other Events

On July 31, 2017, Bank of Marin Bancorp (“Bancorp”) (NASDAQ: BMRC) and Bank of Napa (OTCQB: BNNP) announced that they entered into an Agreement to Merge and Plan of Reorganization, dated as of July 31, 2017 (the “Merger Agreement”), pursuant to which Bank of Napa will merge with and into Bank of Marin, the wholly owned subsidiary of Bancorp. A copy of the press release announcing the execution of the Merger Agreement is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Bancorp will be providing supplemental information regarding the proposed transaction in a conference call with analysts and investors on Tuesday, August 1, 2017 at 7:15 a.m. PT/ 10:15 a.m. ET. The investor presentation that will be discussed on the conference call is attached herein as Exhibit 99.2.

In addition, President and Chief Executive Officer, Russell A. Colombo, and Executive Vice President and Chief Financial Officer, Tani Girton will be making a presentation at the Keefe, Bruyette & Woods ("KBW") Community Bank Investor Conference on Tuesday, August 1st after the conference call. The presentation that will be made at the KBW Conference is attached herein as Exhibit 99.3.

Section 9 - Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits.

The following exhibits are filed herewith:

99.1 Press release dated July 31, 2017.

99.2 Investor Presentation for the Conference Call.

99.3 Investor Presentation for KBW Community Bank Investor Conference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 31, 2017	BANK OF MARIN BANCORP
	by:	/s/ Cecilia Situ
		Cecilia Situ
		First Vice President
		Manager of Finance & Treasury
		(Principal Accounting Officer)

EXHIBIT INDEX
Exhibit No.	Description
99.1	Press release dated July 31, 2017.
99.2	Investor Presentation for the Conference Call.
99.3	Investor Presentation for KBW Community Bank Investor Conference.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE	MEDIA CONTACT:
	Beth Drummey
	Marketing & Community Relations Manager
	Bank of Marin
	415.763.4529 | bethdrummey@bankofmarin.com

BANK OF MARIN BANCORP ANNOUNCES ACQUISITION AGREEMENT WITH BANK OF NAPA

ACQUISITION STRENGTHENS BANK OF MARIN’S FRANCHISE AND

ACCELERATES GROWTH IN THE NAPA MARKET

NOVATO, CA, July 31, 2017 - Bank of Marin Bancorp, "BMRC" (NASDAQ: BMRC), parent company of Bank of Marin, “the Bank,”and Bank of Napa, N.A., “Bank of Napa” (OTCQB: BNNP), today announced that BMRC has entered into an acquisition agreement with BNNP. Bank of Napa has two branch offices serving Napa County, and had assets of $246.1 million, total deposits of $217.7 million, and total loans of $139.3 million as of June 30, 2017.

“This acquisition grows the Bank of Marin franchise by increasing our presence in Napa County, expanding our team of local, experienced bankers and adding quality commercial banking and deposit relationships,”said Russell A. Colombo, President and Chief Executive Officer of Bank of Marin Bancorp and Bank of Marin. “Post-closing, our bank will be ranked first in deposit market share among community banks in the market."

“We are excited to be teaming up with Bank of Marin,” said Tom LeMasters, President and Chief Executive Officer of Bank of Napa. “For our customers, it’s an expanded product line and larger lending limits, all delivered with the same high level of personal service that they have come to expect. For our shareholders, it’s the opportunity to join one of the premier community banks in the Bay Area.”

The transaction will be immediately accretive to BMRC’s earnings, adding to shareholder value. BNNP shareholders will receive a fixed exchange ratio of 0.3070 shares of BMRC common stock for each share of BNNP common stock outstanding. Based on BMRC’s closing stock price of $65.95 on July 28, 2017, the transaction is valued at $51.0 million, or $20.25 per share of BNNP common stock. Such value will fluctuate with changes in the stock price of BMRC. The total transaction value includes the value of BNNP options assumed by BMRC.

The transaction is expected to close in the fourth quarter of 2017, and upon closing the Bank will have approximately $2.4 billion in assets and operate twenty-two branches in five counties, including San Francisco, Marin, Sonoma, Napa and Alameda. Upon closing, BMRC will add one board member from Bank of Napa to its board. BMRC’s and BNNP’s boards of directors have approved the acquisition agreement. Additionally, directors and executive officers of BNNP have entered into agreements whereby they have committed to vote their shares in favor of the transaction. The closing of the acquisition is subject to satisfaction of customary closing conditions, including regulatory approvals and approval of BNNP’s shareholders.

Bank of Marin Bancorp received financial advisory services and a fairness opinion from Keefe, Bruyette & Woods, A Stifel Company, and Stuart Moore Staub served as legal counsel. Bank of Napa received financial advisory services and a fairness opinion from Sandler O’Neill + Partners, L.P., and Manatt, Phelps & Phillips LLP served as legal counsel.

Conference Call / Investor Presentation

Russell A. Colombo, President and Chief Executive Officer of Bank of Marin, and Tani Girton, Chief Financial Officer of Bank of Marin, will review additional information regarding the transaction in a call on Tuesday, August 1, 2017 at 10:15 AM EDT/7:15 AM PDT. An investor presentation has also been created for this announcement, and will be discussed on the conference call. To access a copy of the presentation and to listen to the conference call online, investors are invited to visit http://www.bankofmarin.com under "Investor Relations." To listen to the live call, please go to the web site at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available on this site shortly after the call.

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About Bank of Marin Bancorp

Bank of Marin is a leading business and community bank in the San Francisco Bay Area, with assets of $2.1 billion. Founded in 1989 and headquartered in Novato, Bank of Marin is the wholly-owned subsidiary of Bank of Marin Bancorp (NASDAQ: BMRC). With 20 retail offices in San Francisco, Marin, Napa, Sonoma and Alameda counties, Bank of Marin provides business and personal banking, commercial lending, and wealth management and trust services. Specializing in providing legendary service to its customers and investing in its local communities, Bank of Marin was named 2016 Community Bank of the Year by Western Independent Bankers and has consistently been ranked one of the “Top Corporate Philanthropists" by the San Francisco Business Times and one of the “Best Places to Work” by the North Bay Business Journal. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and NASDAQ ABA Community Bank Index and has been recognized as a Top 200 Community Bank by US Banker Magazine for the past five years. For more information, go to www.bankofmarin.com.

About Bank of Napa

Bank of Napa was founded in 2006 as Napa Valley’s only locally owned community bank. Bank of Napa, N.A. offers a complete range of loan and deposit products, and services to businesses and consumers in the Napa Valley. It operates two full service offices: at the corner of Redwood Road and Solano Avenue at 2007 Redwood Road, Suite 101; and at Second and Seminary Streets at 1715 Second Street, in Napa CA. Bank of Napa is a member of the FDIC. Its common stock is traded on the Over the Counter Bulletin Board under the symbol BNNP and the Bank can be found on the web at www.thebankofnapa.com.

Additional Information about the Acquisition and Where to Find It

In connection with the proposed acquisition, BMRC will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of BMRC common stock to be issued to the shareholders of BNNP. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of Bank of Napa seeking their approval of the acquisition and related matters. In addition, BMRC may file other relevant documents concerning the proposed acquisition with the SEC.

Shareholders of Bank of Napa are urged to read the registration statement on Form S-4 and the proxy statement/prospectus included within the registration statement and any other relevant documents to be filed with the SEC in connection with the proposed acquisition because they will contain important information about BMRC, BNNP and the proposed transaction. Investors and shareholders may obtain free copies of these documents through the website maintained by the SEC at www.sec.gov. Free copies of the proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Bank of Marin Bancorp, 504 Redwood Blvd, Suite 100, Novato CA, 94947 , Attention: Investor Relations (telephone: (415) 763-4523 ), or by accessing Bank of Marin’s website at www.bankofmarin.com under “Investor Relations.” The information on Bank of Marin’s website is not, and shall not be deemed to be, a part of this release or incorporated into other filings it makes with the SEC.

Participants in the Solicitation

BMRC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of BNNP in connection with the acquisition. Information about the directors and executive officers of BMRC is set forth in the proxy statement for BMRC’s 2017 annual meeting of shareholders filed with the SEC on April 5, 2017. Additional information regarding the interests of these participants and other persons who may be deemed participants in the acquisition may be obtained by reading the proxy statement/prospectus regarding the acquisition when it becomes available.

Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the acquisition, including future financial and operating results, cost savings and enhanced revenues that may be realized from the acquisition as well as other statements of expectations regarding the acquisition and any other statements regarding future results or expectations. Each of BMRC and Bank of Napa intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies’ respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future prospects of each of BMRC and Bank of Napa and the resulting company, include but are not limited to: (1) the businesses of BMRC and/or Bank of Napa may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the acquisition may not be fully realized or realized within the expected time frame; (3) revenues

2

following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the acquisition; (5) the ability to obtain required regulatory and shareholder approvals, and the ability to complete the acquisition on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the companies’ respective market areas; their implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines, and (7) other risk factors detailed from time to time in filings made by BMRC with the SEC. BMRC and Bank of Napa undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

# # #

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EX-99.2

Bank of Marin Bancorp Acquisition of Bank of Napa Investor Presentation | July 31, 2017

Forward Looking Statements This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates”, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those set forth in this presentation: 1) the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio; 2) changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and profitability; 3) legislative or regulatory changes, including increased banking and consumer protection regulation that adversely affect the Company’s business; 4) ability to complete pending or prospective future acquisitions, limit certain sources of revenue, or increase cost of operations; 5) costs or difficulties related to the completion and integration of acquisitions; 6) the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital; 7) reduced demand for banking products and services; 8) the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain (and maintain) customers; 9) competition among financial institutions in the Company's markets may increase significantly; 10) the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions; 11) the projected business and profitability of an expansion or the opening of a new branch could be lower than expected; 12) consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape; 13) dependence on the CEO, the senior management team and the Presidents of Bank divisions; 14) potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures; 15) natural disasters, including fires, floods, earthquakes, and other unexpected events; 16) the Company’s success in managing risks involved in the foregoing; and 17) the effects of any reputational damage to the Company resulting from any of the foregoing. Please take into account that forward-looking statements speak only as of the date of this presentation. Given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as required under federal securities laws. 2

3 Transaction Highlights • Significantly enhances Bank of Marin’s position in the attractive Napa market • Pro forma #1 deposit market share among community banks • Bank of Napa is a high quality business bank • The only Napa based community bank • Total assets of $246 million, gross loans of $139 million and total deposits of $218 million • 64.0% loan / deposit ratio and 26.9% noninterest-bearing deposits • Strong credit culture • Complementary community-focused business banking models built around strong core deposit bases • Customer-facing employees committed to continue serving the Napa market • Customers will benefit from broader product offerings and higher lending limits Financially Attractive • Immediately accretive to earnings per share • Internal rate of return of greater than 15% • Tangible book value dilution earnback of 4 years • Regulatory capital ratios remain strong Strategic Rationale

Balance Sheet: ($000s) Balance Sheet / Capital Ratios: Total Assets 246,056$ TCE / TA 11.05% Gross Loans 139,297 CET1 Ratio 16.40% Total Deposits 217,746 Leverage Ratio 10.99% Total Equity 27,175 Tier 1 Ratio 16.40% Core Deposits(2) 95.3% Total Risk-based Capital Ratio 17.56% MRQ Profitability: Asset Quality: Net Income ($000) 523$ NPLs/ Loans (%) 0.10% ROAA 0.84% NPAs (Excluding TDRs) / Assets 0.06% ROATCE 7.78% NPAs / (Loans + OREO) 0.10% Net Interest Margin 3.62% Net Chargeoffs / Avg Loans 0.00% Efficiency Ratio 65.7% Loan Loss Reserves / Gross Loans 1.38% 4 • Founded in 2006; headquartered in Napa Valley with two branches in Napa County • Community-focused business bank with strong core deposits • Exceptional asset quality • Strong earnings potential Bank of Napa Overview Source: SNL Financial. (1) As of or for the quarter ended 6/30/2017. (2) Core deposits equal to total deposits less time deposits greater than $250,000. Company Overview Financial Highlights(1) • Bank of Marin • Bank of Napa

5 • Strengthens presence in the attractive Napa County market • Napa county has a population of ~145,000 • 2017 – 2022 population growth is projected at 4.3% compared to 3.8% nationally • Napa County’s economy is strong and rapidly growing • May 2017 unemployment rate of 3.1% is significantly less than California’s 4.7% unemployment rate • 2017 median household income of $77,751 is ~18% greater than California’s median household income • 2017 – 2022 projected household income growth of 12.3% substantially outpaces California’s projected growth of 7.7% • ~25% of Napa County’s workforce is involved in leisure and hospitality or agriculture • Opportunity to better serve Bank of Napa’s customers through expanded service offerings and higher lending limits Napa County Market Highlights Source: SNL Financial & Bureau of Labor Statistics.

6 Top Market Share for Community Banks in Napa Source: SNL Financial. Note: Deposits per FDIC Summary of Deposits as of 6/30/2016. Note: Bold indicates community banks with assets less that $25 billion. Rank Institution (ST) Number of Branches Total Deposits ($mm) Market Share (%) 1 Wells Fargo & Co. (CA) 6 708 19.1 2 Bank of America Corp. (NC) 4 545 14.7 3 First Republic Bank (CA) 2 453 12.2 4 Umpqua Holdings Corp. (OR) 5 325 8.8 5 BNP Paribas USA Inc. (NY) 4 269 7.3 Pro Forma Company 3 258 7.0 6 Westamerica Bancorp. (CA) 6 250 6.7 7 JPMorgan Chase & Co. (NY) 2 213 5.7 8 Bank of Napa (CA) 2 204 5.5 9 Rabobank 1 154 4.2 10 Mechanics Bank (CA) 3 148 4.0 11 SVB Financial Group (CA) 1 134 3.6 12 Citigroup Inc. (NY) 1 119 3.2 13 U.S. Bancorp (MN) 4 93 2.5 14 Bank of Marin Bancorp (CA) 1 54 1.5 15 1867 Western Financial Corp. (CA) 1 26 0.7 16 BayCom Corp. (CA) 1 15 0.4 Total For Institutions In Market 44 3,709 100.0 Napa County Deposit Market Share

7 Transaction Overview and Assumptions Transaction Value(1)(2) $51.0 million Pro Forma Ownership Due Diligence Expected Closing Required Approvals 89.4% BMRC / 10.6% BNNP Completed, including extensive loan and compliance review BNNP shareholders and other customary regulatory approvals Q4 2017 Consideration Mix 100% Stock Fixed Exchange Ratio 0.3070 BMRC shares issued for each BNNP share outstanding (1) Based on BMRC’s stock price of $65.95 as of 7/28/2017. (2) Includes consideration paid for BNNP shares and the value of BNNP options assumed by BMRC. Transaction Overview Transaction Assumptions Revenue Synergies None assumed Fair Market Value Adjustments Core Deposit Intangible Credit mark of 1.38% (equal to ALLL); securities mark of 1.39% ($1.3 million) Estimated at 2.50% of BNNP’s non-time deposits Transaction Expenses Approximately $5.9 million pre-tax Cost Savings 42.5% or approximately $2.7 million

8 Pricing Multiples and Pro Forma Financial Impact Transaction Multiples(1) Price / Tangible Book Value 1.76x Price / LTM Earnings 25.3x Core Deposit Premium(3) 11.5% Transaction Metrics 2018e EPS Accretion | Incremental EPS Accretion(4) ~1% | ~9% 2019e EPS Accretion | Incremental EPS Accretion(4) ~4% | ~35% TBV Earnback Period 4 years Internal Rate of Return Estimated Pro Forma Capital Ratios At Closing > 15% TCE / TA 11.0% Leverage Ratio 11.5% Total Capital Ratio 16.0% (1) Based on BMRC’s stock price of $65.95 as of 7/28/2017. (2) Median values for all CA transactions since 1/1/2017. (3) Core deposits equal to total deposits less time deposits greater than $250,000. (4) Assumes cost savings phase-in of 75% in 2018 and 100% thereafter. Incremental EPS is calculated as incremental income divided by dilutive shares issued in the transaction. Bank of Marin / Bank of Napa YTD CA Transactions(2) 1.97x 25.3x 10.5% Price / LTM Earnings + Cost Savings 14.4x

Appendix

10 Pro Forma Loan and Deposit Composition Source: SNL Financial. Note: Data per regulatory filings as of 6/30/2017; Pro Forma excludes purchase accounting adjustments. Lo an s D ep os its Bank of Marin Yield on Loans: 4.42% C&D 4% C&I 9% Res. RE 8% OO CRE 17% NOO CRE 43% Multifamily 6% Consumer & Other 13% Bank of Napa Yield on Loans: 4.85% C&D 3% C&I 9% Res. RE 4% OO CRE 22% NOO CRE 36% Multifamily 9% Consumer & Other 17% Cost of Deposits: 0.16% DDA 27% NOW & Other 22% MMDA & Sav. 40% Retail Time 3% Jumbo Time 8% Pro Forma C&D 4% C&I 9% Res. RE 7% OO CRE 17% NOO CRE 42% Multifamily 7% Consumer & Other 14% Cost of Deposits: 0.06% DDA 49% NOW & Other 0% MMDA & Sav. 43% Retail Time 2% Jumbo Time 6% DDA 46%NOW & Other 3% MMDA & Sav. 43% Retail Time 2% Jumbo Time 6%

11 An Overview of the Local Economy Market Demographics by County Workforce Sector Breakdown (% of employees) Unemployment Rate(1) Other Services Educational & Health Services Trade, Transportation, & Utilities Government Manufacturing County Total Pop. (2017) (000s) Pop. Change (%) 2010-2017 Median HH Income ($) 2017 Unemployment Rate (%) Napa 143.9 5.4% $71,379 3.10% Alameda 1,669.3 10.5% $82,231 3.30% Contra Costa 1,145.6 9.2% $85,674 3.50% Marin 263.9 4.6% $101,402 2.60% San Francisco 881.9 9.5% $88,829 2.70% Sonoma 507.2 4.8% $71,883 3.00% Solano 441.0 6.7% $72,010 4.30% California 39,691 6.5% $66,091 4.20% United States 325,139 5.3% $57,462 4.50% 3.10% 4.20% 4.30% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Napa CA Nationwide Leisure / Hosp, 17% Government, 14% Mfg. & Trade, 29% Education, 13% Farm, 8% Other, 19% Source: SNL Financial, Bureau of Labor Statistics. (1) Not seasonally adjusted.

EX-99.3

Consistent Growth and Quality Results 18th Annual Keefe, Bruyette & Woods Community Bank Investor Conference August 1 & 2, 2017

Forward Looking Statements This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates”, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those set forth in this presentation: 1) the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio; 2) changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and profitability; 3) legislative or regulatory changes, including increased banking and consumer protection regulation that adversely affect the Company’s business; 4) ability to complete pending or prospective future acquisitions, limit certain sources of revenue, or increase cost of operations; 5) costs or difficulties related to the completion and integration of acquisitions; 6) the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital; 7) reduced demand for banking products and services; 8) the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain (and maintain) customers; 9) competition among financial institutions in the Company's markets may increase significantly; 10) the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions; 11) the projected business and profitability of an expansion or the opening of a new branch could be lower than expected; 12) consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape; 13) dependence on the CEO, the senior management team and the Presidents of Bank divisions; 14) potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures; 15) natural disasters, including fires, floods, earthquakes, and other unexpected events; 16) the Company’s success in managing risks involved in the foregoing; and 17) the effects of any reputational damage to the Company resulting from any of the foregoing. Please take into account that forward-looking statements speak only as of the date of this presentation. Given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as required under federal securities laws. 2

Bank of Marin Bancorp Recent awards: 2016 Community Bank of the Year FIVE STAR BANK BAUER 3 NASDAQ: BMRC Headquarters Novato, California Marin County, North of San Francisco Employees, full-time equivalent 264 Assets $2.1 billion Market capitalization $379 million Total loans $1.49 billion Total deposits $1.84 billion Footprint 20 branches in San Francisco Bay Area Ticker BMRC (NASDAQ Capital Markets) Founded 1989 As of June 30, 2017 COMMUNTY BANKERS CUP AWARD 2014 - 2015 - 2016

Bank of Marin Investment Highlights 4 NASDAQ: BMRC Total annual shareholder return averages 13% over 20 years Established community and business bank in thriving San Francisco Bay Area economy Deep knowledge of local markets and industry expertise Relationship banking model translates into consistent, low-cost deposit base Disciplined underwriting standards result in superior asset quality through credit cycles Well-defined strategy for growth and shareholder value creation

Russell A. Colombo President and Chief Executive Officer • 42 years in banking • Comerica Bank, Security Pacific, Imperial Bank, Union Bank Tim Myers EVP, Commercial Banking • 20 years in finance and banking • U.S. Bank, Comerica Bank, Imperial Bank James T. Burke EVP, Chief Information Officer • 36 years in financial services • Visa, Irwin Financial Corporation, Charles Schwab, Bank of America Tani Girton EVP, Chief Financial Officer • 31 years in banking, brokerage and thrift • Bank of the West, Charles Schwab, CalFed Bank 246 Years of Combined Management Experience Through Economic Cycles 5 NASDAQ: BMRC Peter Pelham EVP, Retail Banking • 39 years in banking • Novato National Bank, Westamerica Bank Beth Reizman EVP, Chief Credit Officer • 37 years in banking • Bank of California, Hibernia Bank, Crocker Bank Nancy Rinaldi Boatright SVP, Corporate Secretary • 41 years in banking • Business Bank of California, Westamerica Bank

• San Francisco Bay Area is one of the strongest economies in California (the largest economy in the U.S.) • Unemployment less than 2.9%* (Marin County) vs. 5.2%** in California and 4.7%** in U.S. • Influx of new businesses and capital fueling economic growth in the Bay Area • Dominant player in Marin County (25% of business-based deposits) and growing in Sonoma, Napa, San Francisco and the East Bay • Bank consolidation in Bay Area creates opportunities to attract new customers Established Community and Business Bank in Thriving San Francisco Bay Area Economy 6 NASDAQ: BMRC *As of January 2017 **As of December 2016

1.20 1.25 1.59 1.55 1.73 1.77 2011 2012 2013 2014 2015 2016 Non- Interest Bearing Demand 46% Savings 9% MMkt 31% Retail Time 3% Jumbo Time 5% Interest Bearing Demand 6% Large and Growing Low-Cost Deposit Base: A Key Competitive Advantage • 8% five-year compound annual growth rate of deposits (through 12/31/16) • 92% core deposit base with 46% non-interest bearing demand deposits • Low cost of deposits: 8 bps for 2016 8 bps in 1H16 vs. 18 bps peer group median1 7 NASDAQ: BMRC Total Deposits Deposit Mix (in $ billions) Well-positioned for a rising interest rate environment (as of December 31, 2016) 1 Peer group includes major exchange-traded Western region banks with assets of $1 billion to $5 billion

1.03 1.07 1.27 1.36 1.45 1.49 2011 2012 2013 2014 2015 2016 Very Strong Origination Pipeline to Drive Loan Growth • Relationship loans comprise majority of originations • Little exposure to construction and consumer debt • Minimal direct exposure to technology industry • Loan originations of $192 million for 2016 Total Loans 8 NASDAQ: BMRC (in $ billions) Five-year compound annual loan growth rate of 8%1 1 Compounded annual growth rate through December 31, 2016.

Disciplined Underwriting Standards Mitigate Risk and Produce Superior Asset Quality Through Economic Cycles • Expertise and tenure of commercial banking teams translate into low credit losses • Direct origination of all loans* • High underwriting standards across loan portfolio; closely watching LTV on properties in stronger real estate markets • Guarantor support with liquidity NPAs/Total Assets NCO / Average Loans 9 NASDAQ: BMRC 0.86% 1.23% 0.67% 0.55% 0.13% 0.03% 2011 2012 2013 2014 2015 2016 0.49% 0.38% 0.00% -0.01% 0.04% -0.16% 2011 2012 2013 2014 2015 2016 *Nominal purchased loans are result of bank acquisitions 2016

Quarterly Results: 2017 • Second quarter net income was $5.2 million, up from $4.5 million in the first quarter and $4.8 million in the second quarter 2016. • Second quarter loan originations totaled $56 million versus $24 million in the first quarter and $45 million in the second quarter of 2016. Year-to-date originations of $80 million were ahead of $74 million for the same period last year. • Since December 31, 2016 gross loans have increased by $5 million and totaled $1,492 million at June 30, 2017. We continue to see substantial commercial lending opportunities in the San Francisco Bay Area, and our pipeline is approximately the same as it was at this time last year. • Since December 31, 2016, total deposits have increased by $68 million to $1,841 million at June 30,2017. • The tax-equivalent net interest margin increased 6 basis points from 3.79% in the first quarter to 3.85% in the second quarter. 10 NASDAQ: BMRC 2nd Quarter Results As of June 30, 2017

Well-Defined Strategy for Growth & Value Creation 11 NASDAQ: BMRC • Capitalize on robust San Francisco Bay Area economy • Expand commercial lending in high- growth areas such as San Francisco, the East Bay, and Napa and Sonoma Counties • Commercial banking hires in the East Bay and Sonoma County driving stronger loan production • Continue building competencies in niche industries such as wine and private school project funding • Expand existing client relationships with additional products/services • Track record of accretive acquisitions in 2011 and 2013 • M&A strategy focused on expanding market presence in Bay Area • Targeting banks to increase penetration in existing markets or in new contiguous markets • Strong capital base supports future acquisitions and organic growth Organic Growth Strategic Acquisitions

Acquisition of Bank of Napa Accelerating Growth in the Napa Market

Transaction Highlights 13 NASDAQ: BMRC • Significantly enhances Bank of Marin’s position in the attractive Napa market • Pro forma #1 deposit market share among community banks • Bank of Napa is a high quality business bank • The only Napa based community bank • Total assets of $246 million, gross loans of $139 million and total deposits of $218 million • 64.0% loan / deposit ratio and 26.9% noninterest-bearing deposits • Strong credit culture • Complementary community-focused business banking models built around strong core deposit bases • Customer-facing employees who remain committed to continue serving the Napa market • Customers will benefit from broader product offerings and higher lending limits Financially Attractive • Immediately accretive to earnings per share • Internal rate of return of greater than 15% • Tangible book value dilution earnback of 4 years • Regulatory capital ratios remain strong Strategic Rationale

Bank of Napa Overview 14 NASDAQ: BMRC Balance Sheet: ($000s) Balance Sheet / Capital Ratios: Total Assets 246,056$ TCE / TA 11.05% Gross Loans 139,297 CET1 Ratio 16.40% Total Deposits 217,746 Leverage Ratio 10.99% Total Equity 27,175 Tier 1 Ratio 16.40% Core Deposits(2) 95.3% Total Risk-based Capital Ratio 17.56% MRQ Profitability: Asset Quality: Net Income ($000) 523$ NPLs/ Loans (%) 0.10% ROAA 0.84% NPAs (Excluding TDRs) / Assets 0.06% ROATCE 7.78% NPAs / (Loans + OREO) 0.10% Net Interest Margin 3.62% Net Chargeoffs / Avg Loans 0.00% Efficiency Ratio 65.7% Loan Loss Reserves / Gross Loans 1.38% • Founded in 2006; headquartered in Napa Valley with two branches in Napa County • Community-focused business bank with strong core deposits • Exceptional asset quality • Strong earnings potential Source: SNL Financial. (1) As of or for the quarter ended 6/30/2017. (2) Core deposits equal to total deposits less time deposits greater than $250,000. Company Overview Financial Highlights(1) • Bank of Marin • Bank of Napa

Napa County Market Highlights 15 NASDAQ: BMRC • Strengthens presence in the attractive Napa County market • Napa county has a population of ~145,000 • 2017 – 2022 population growth is projected at 4.3% compared to 3.8% nationally • Napa County’s economy is strong and rapidly growing • May 2017 unemployment rate of 3.1% is significantly less than California’s 4.7% unemployment rate • 2017 median household income of $77,751 is ~18% greater than California’s median household income • 2017 – 2022 projected household income growth of 12.3% substantially outpaces California’s projected growth of 7.7% • ~25% of Napa County’s workforce is involved in leisure and hospitality or agriculture • Opportunity to better serve Bank of Napa’s customers through expanded service offerings and higher lending limits Source: SNL Financial & Bureau of Labor Statistics.

Top Market Share for Community Banks in Napa 16 NASDAQ: BMRC Source: SNL Financial. Note: Deposits per FDIC Summary of Deposits as of 6/30/2016. Note: Bold indicates community banks with assets less that $25 billion. Rank Institution (ST) Number of Branches Total Deposits ($mm) Market Share (%) 1 Wells Fargo & Co. (CA) 6 708 19.1 2 Bank of America Corp. (NC) 4 545 14.7 3 First Republic Bank (CA) 2 453 12.2 4 Umpqua Holdings Corp. (OR) 5 325 8.8 5 BNP Paribas USA Inc. (NY) 4 269 7.3 Pro Forma Company 3 258 7.0 6 Westamerica Bancorp. (CA) 6 250 6.7 7 JPMorgan Chase & Co. (NY) 2 213 5.7 8 Bank of Napa (CA) 2 204 5.5 9 Rabobank 1 154 4.2 10 Mechanics Bank (CA) 3 148 4.0 11 SVB Financial Group (CA) 1 134 3.6 12 Citigroup Inc. (NY) 1 119 3.2 13 U.S. Bancorp (MN) 4 93 2.5 14 Bank of Marin Bancorp (CA) 1 54 1.5 15 1867 Western Financial Corp. (CA) 1 26 0.7 16 BayCom Corp. (CA) 1 15 0.4 Total For Institutions In Market 44 3,709 100.0 Napa County Deposit Market Share

Transaction Overview and Assumptions 17 NASDAQ: BMRC Transaction Value(1)(2) $51.0 million Pro Forma Ownership Due Diligence Expected Closing Required Approvals 89.4% BMRC / 10.6% BNNP Completed, including extensive loan and compliance review BNNP shareholders and other customary regulatory approvals Q4 2017 Consideration Mix 100% Stock Fixed Exchange Ratio 0.3070 BMRC shares issued for each BNNP share outstanding (1) Based on BMRC’s stock price of $65.95 as of 7/28/2017. (2) Includes consideration paid for BNNP shares and the value of BNNP options assumed by BMRC. Transaction Overview Transaction Assumptions Revenue Synergies None assumed Fair Market Value Adjustments Core Deposit Intangible Credit mark of 1.38% (equal to ALLL); securities mark of 1.39% ($1.3 million) Estimated at 2.50% of BNNP’s non-time deposits Transaction Expenses Approximately $5.9 million pre-tax Cost Savings 42.5% or approximately $2.7 million

Pricing Multiples and Pro Forma Financial Impact 18 NASDAQ: BMRC Transaction Multiples(1) Price / Tangible Book Value 1.76x Price / LTM Earnings 25.3x Core Deposit Premium(3) 11.5% Transaction Metrics 2018e EPS Accretion | Incremental EPS Accretion(4) ~1% | ~9% 2019e EPS Accretion | Incremental EPS Accretion(4) ~4% | ~35% TBV Earnback Period 4 years Internal Rate of Return Estimated Pro Forma Capital Ratios At Closing > 15% TCE / TA 11.0% Leverage Ratio 11.5% Total Capital Ratio 16.0% (1) Based on BMRC’s stock price of $65.95 as of 7/28/2017. (2) Median values for all CA transactions since 1/1/2017. (3) Core deposits equal to total deposits less time deposits greater than $250,000. (4) Assumes cost savings phase-in of 75% in 2018 and 100% thereafter. Incremental EPS is calculated as incremental income divided by dilutive shares issued in the transaction. Bank of Marin / Bank of Napa YTD CA Transactions(2) 1.97x 25.3x 10.5% Price / LTM Earnings + Cost Savings 14.4x

Appendix

Pro Forma Loan and Deposit Composition 20 NASDAQ: BMRC Source: SNL Financial. Note: Data per regulatory filings as of 6/30/2017; Pro Forma excludes purchase accounting adjustments. Lo an s D ep os its Bank of Marin Yield on Loans: 4.42% C&D 4% C&I 9% Res. RE 8% OO CRE 17% NOO CRE 43% Multifamily 6% Consumer & Other 13% Bank of Napa Yield on Loans: 4.85% C&D 3% C&I 9% Res. RE 4% OO CRE 22% NOO CRE 36% Multifamily 9% Consumer & Other 17% Cost of Deposits: 0.16% DDA 27% NOW & Other 22% MMDA & Sav. 40% Retail Time 3% Jumbo Time 8% Pro Forma C&D 4% C&I 9% Res. RE 7% OO CRE 17% NOO CRE 42% Multifamily 7% Consumer & Other 14% Cost of Deposits: 0.06% DDA 49% NOW & Other 0% MMDA & Sav. 43% Retail Time 2% Jumbo Time 6% DDA 46%NOW & Other 3% MMDA & Sav. 43% Retail Time 2% Jumbo Time 6%

An Overview of the Local Economy 21 NASDAQ: BMRC Market Demographics by County Workforce Sector Breakdown (% of employees) Unemployment Rate(1) Other Services Educational & Health Services Trade, Transportation, & Utilities Government Manufacturing County Total Pop. (2017) (000s) Pop. Change (%) 2010-2017 Median HH Income ($) 2017 Unemployment Rate (%) Napa 143.9 5.4% $71,379 3.10% Alameda 1,669.3 10.5% $82,231 3.30% Contra Costa 1,145.6 9.2% $85,674 3.50% Marin 263.9 4.6% $101,402 2.60% San Francisco 881.9 9.5% $88,829 2.70% Sonoma 507.2 4.8% $71,883 3.00% Solano 441.0 6.7% $72,010 4.30% California 39,691 6.5% $66,091 4.20% United States 325,139 5.3% $57,462 4.50% 3.10% 4.20% 4.30% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Napa CA Nationwide Leisure / Hosp, 17% Government, 14% Mfg. & Trade, 29% Education, 13% Farm, 8% Other, 19% Source: SNL Financial, Bureau of Labor Statistics. (1) Not seasonally adjusted.