BMRC Bank of Marin Bancorp

[ ] 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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OMB Number: 3235-0287
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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 * Pelham Peter	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) 9/5/2019
(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	9/5/2019		S		3000	D	$40.1019	9857	D
Common Stock								11679.6315	I	By ESOP
Common Stock								558	I	As custodian for grandson under CAUTMA
Common Stock								550	I	As Custodian for Grandson under CAUTMA

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)	$16.55							(1)	4/1/2020	Common Stock	3500		3500	D
Stock Options (Right to buy)	$19.00							(1)	4/1/2021	Common Stock	3300		3300	D
Stock Options (Right to buy)	$19.09							(1)	4/2/2022	Common Stock	5300		5300	D
Stock Options (Right to buy)	$19.675							(1)	4/1/2023	Common Stock	3200		3200	D
Stock Options (Right to Buy)	$22.94							(1)	4/1/2024	Common Stock	3100		3100	D
Stock Options (Right to buy)	$25.375							(2)	3/2/2025	Common Stock	5200		5200	D
Stock Options (Right to buy)	$24.825							(2)	3/1/2026	Common Stock	5280		5280	D
Stock Options (Right to buy)	$34.80							(2)	3/1/2027	Common Stock	3520		3520	D
Stock Options (Right to buy)	$33.575							(3)	3/1/2028	Common Stock	1900		1900	D
Stock Options (Right to buy)	$33.575							(3)	3/1/2028	Common Stock	3920		3920	D
Stock Options (Right to Buy)	$44.45							(3)	3/1/2029	Common Stock	3410		3410	D

Explanation of Responses:
(1)	Exercisable 20% per year beginning on first anniversary date of grant
(2)	Exercisable 33% per year beginning on first anniversary date of grant
(3)	Exercisable 33% immediately, then 33% per year on first anniversary date of grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pelham Peter 504 REDWOOD BOULEVARD, SUITE 100 NOVATO, CA 94947			Executive Vice President

Signatures
Nancy R. Boatright, Attorney-in-Fact		9/5/2019
**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).
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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