Statement of Changes in Beneficial Ownership (4)
January 09 2019 - 6:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
HALE JAMES C III
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2. Issuer Name
and
Ticker or Trading Symbol
Bank of Marin Bancorp
[
BMRC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
504 REDWOOD BOULEVARD, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/7/2019
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(Street)
NOVATO, CA 94947
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/27/2018
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J
(1)
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2995
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A
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$0.00
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5990
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D
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Common Stock
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1/7/2019
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J
(2)
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199
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A
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$41.24
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6189
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$41.35
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1/2/2019
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1/2/2029
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Common Stock
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1976
(3)
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1976
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D
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Stock Options (Right to Buy)
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$40.70
(4)
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7/2/2018
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7/2/2028
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Common Stock
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1918
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1918
(4)
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D
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Stock Options (Right to Buy)
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$33.90
(5)
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1/2/2018
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1/2/2028
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Common Stock
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2546
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2546
(5)
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D
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Stock Options (Right to buy)
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$31.225
(6)
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7/3/2017
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7/3/2027
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Common Stock
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2950
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2950
(6)
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D
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Stock Options (Right to buy)
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$34.60
(7)
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1/3/2017
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1/3/2027
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Common Stock
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2378
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2378
(7)
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D
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Stock Options (Right to buy)
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$23.765
(8)
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(9)
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7/1/2026
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Common Stock
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3430
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3430
(8)
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D
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Explanation of Responses:
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(1)
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On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 2,995 additional shares of common stock.
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(2)
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Purchase pursuant to the shareholder approved Bank of Marin Bancorp 2010 Director Stock Plan. Per the terms of the plan, the purchase price is the fair market value of the Company's stock on the ending date of the Offering Period, December 31, 2018.
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(3)
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Option issued in payment of Director fee
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(4)
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This option was previously reported as covering 959 shares at an exercise price of $81.40 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
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(5)
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This option was previously reported as covering 1,273 shares at an exercise price of $67.80 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
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(6)
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This option was previously reported as covering 1,475 shares at an exercise price of $62.45 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
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(7)
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This option was previously reported as covering 1,189 shares at an exercise price of $69.20 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
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(8)
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This option was previously reported as covering 1,715 shares at an exercise price of $47.53 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
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(9)
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Exercisable 33% per year beginning on first anniversary date of grant
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HALE JAMES C III
504 REDWOOD BOULEVARD, SUITE 100
NOVATO, CA 94947
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X
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Signatures
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Nancy R. Boatright, Attorney-in-Fact
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1/9/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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