Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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

1. Name and Address of Reporting Person ^* Myers Timothy D	2. Issuer Name and Ticker or Trading Symbol Bank of Marin Bancorp [BMRC]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Executive Vice President
(Last) (First) (Middle) 504 REDWOOD BOULEVARD, STE 100	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2018
(Street) NOVATO, CA 94947 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	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		J4 ⁽¹⁾	6849	A	$0.00	13698	D
Common Stock	8/10/2018		J4 ⁽²⁾	17.2213	A	$0.00	4687.6312	I	By ESOP
Common Stock	11/8/2018		J4 ⁽²⁾	19.0232	A	$0.00	4706.6544	I	By ESOP
Common Stock	11/27/2018		J4 ⁽³⁾	4706.6543	A	$0.00	9413.3087	I	By ESOP

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$11.125						⁽⁴⁾	4/1/2019	Common Stock	1400 ⁽⁵⁾		280	D
Stock Options (Right to buy)	$16.55						⁽⁴⁾	4/1/2020	Common Stock	240 ⁽⁶⁾		240	D
Stock Options (Right to buy)	$19.00						⁽⁴⁾	4/1/2021	Common Stock	550 ⁽⁷⁾		550	D
Stock Options (Right to buy)	$19.09						⁽⁴⁾	4/2/2022	Common Stock	1000 ⁽⁸⁾		1000	D
Stock Options (Right to buy)	$19.675						⁽⁴⁾	4/1/2023	Common Stock	600 ⁽⁹⁾		600	D
Stock Options (Right to Buy)	$22.94						⁽⁴⁾	4/1/2024	Common Stock	1300 ⁽¹⁰⁾		1300	D
Stock Options (Right to buy)	$25.375						⁽⁴⁾	3/2/2025	Common Stock	2980 ⁽¹¹⁾		2980	D
Stock Options (Right to buy)	$24.825						⁽¹²⁾	3/1/2026	Common Stock	5380 ⁽¹³⁾		5380	D
Stock Options (Right to buy)	$34.80						⁽¹²⁾	3/1/2027	Common Stock	3720 ⁽¹⁴⁾		3720	D
Stock Options (Right to buy)	$33.575						⁽¹²⁾	3/1/2028	Common Stock	4140 ⁽¹⁵⁾		4140	D
Stock Options (Right to buy)	$33.575						⁽¹⁶⁾	3/1/2028	Common Stock	2000 ⁽¹⁷⁾		2000	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 6,849 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 4,706.6543 additional shares of common stock.
(4)	Exercisable 20% per year beginning on first anniversary date of grant
(5)	This option was previously reported as covering 700 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 120 shares at an exercise price of $33.10 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(7)	This option was previously reported as covering 275 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 500 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 300 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 650 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)	This option was previously reported as covering 1,490 shares at an exercise price of $50.75 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(12)	Exercisable 33% per year beginning on first anniversary date of grant
(13)	This option was previously reported as covering 2,690 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 1,860 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 2,070 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 1,000 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Myers Timothy D 504 REDWOOD BOULEVARD, STE 100 NOVATO, CA 94947			Executive Vice President

Signatures
Nancy R. Boatright, Attorney-in-Fact		2/5/2019
^** 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).
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