FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 *

Reizman Elizabeth
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, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

8/10/2018
(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)
Code V Amount (A) or (D) Price
Common Stock   11/27/2018     J (1)    12902   A $0.00   25804   I   By Family Trust  
Common Stock   2/5/2019     X    1400   A $11.125   27204   I   By Family Trust  
Common Stock   2/5/2019     S    1000   D $41.46   26204   I   By Family Trust  
Common Stock   8/10/2018     J (2)    25.8535   A $0.00   7037.3226   I   By ESOP  
Common Stock   11/8/2018     J (2)    28.5587   A $0.00   7065.8813   I   By ESOP  
Common Stock   11/27/2018     J (3)    7065.8814   A $0.00   14131.7627   I   By ESOP  
Common Stock   8/10/2018     J (2)    1.4366   A $0.00   402.5486   I   By 401(k) Plan  
Common Stock   11/8/2018     J (2)    1.6024   A $0.00   404.151   I   By 401(k) Plan  
Common Stock   11/27/2018     J (4)    404.151   A $0.00   808.302   I   By 401(k) Plan  
Common Stock   11/27/2018     J (5)    3995   A $0.00   7990   D    

Table II - Derivative Securities 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy)   $11.125                      (6) 4/1/2019   Common Stock   1400   (7)   0   D    
Stock Options (Right to buy)   $16.55                      (6) 4/1/2020   Common Stock   1400   (8)   1400   D    
Stock Options (Right to buy)   $19.00                      (6) 4/1/2021   Common Stock   1400   (9)   1400   D    
Stock Options (Right to buy)   $19.09                      (6) 4/2/2022   Common Stock   2200   (10)   2200   D    
Stock Options (Right to buy)   $19.675                      (6) 4/1/2023   Common Stock   1400   (11)   1400   D    
Stock Options (Right to Buy)   $22.94                      (6) 4/1/2024   Common Stock   3100   (12)   3100   D    
Stock Options (Right to buy)   $25.375                      (6) 3/2/2025   Common Stock   5200   (13)   5200   D    
Stock Options (Right to buy)   $24.825                      (14) 3/1/2026   Common Stock   5500   (15)   5500   D    
Stock Options (Right to buy)   $34.80                      (14) 3/1/2027   Common Stock   3700   (16)   3700   D    
Stock Options (Right to buy)   $33.575                      (14) 3/1/2028   Common Stock   4120   (17)   4120   D    
Stock Options (Right to buy)   $33.575                      (18) 3/1/2028   Common Stock   1840   (19)   1840   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 12,902 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 7,065.8814 additional shares of common stock.
(4)  On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 404.151 additional shares of common stock.
(5)  On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 3995 additional shares of common stock.
(6)  Exercisable 20% per year beginning on first anniversary date of grant
(7)  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.
(8)  This option was previously reported as covering 700 shares at an exercise price of $33.10 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(9)  This option was previously reported as covering 700 shares at an exercise price of $38.00 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(10)  This option was previously reported as covering 1,100 shares at an exercise price of $38.18 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(11)  This option was previously reported as covering 700 shares at an exercise price of $39.35 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(12)  This option was previously reported as covering 1,550 shares at an exercise price of $45.88 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(13)  This option was previously reported as covering 2,600 shares at an exercise price of $50.75 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(14)  Exercisable 33% per year beginning on first anniversary date of grant
(15)  This option was previously reported as covering 2,750 shares at an exercise price of $49.65 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(16)  This option was previously reported as covering 1,850 shares at an exercise price of $69.60 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(17)  This option was previously reported as covering 2,060 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(18)  Exercisable 33% immediately, then 33% per year on first anniversary date of grant.
(19)  This option was previously reported as covering 920 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
Director 10% Owner Officer Other
Reizman Elizabeth
504 REDWOOD BOULEVARD, SUITE 100
NOVATO, CA 94947


Executive Vice President

Signatures
Nancy R. Boatright, Attorney-in-Fact 2/7/2019
** 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 control number.
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