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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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 * Colombo Russell A	2. Issuer Name and Ticker or Trading Symbol Bank of Marin Bancorp [ BMRC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) 504 REDWOOD BOULEVARD, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 10/22/2019
(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	10/22/2019		S(1)		400	D	$43.25	40669	I	By Trust
Common Stock	10/22/2019		S(1)		100	D	$44.27	40569	I	By Trust
Common Stock	10/24/2019		S(1)		200	D	$43.60	40369	I	By Trust
Common Stock	10/24/2019		S(1)		100	D	$44.15	40269	I	By Trust
Common Stock	10/24/2019		S(1)		100	D	$44.04	40169	I	By Trust
Common Stock	10/24/2019		S(1)		100	D	$44.20	40069	I	By Trust
Common Stock								19390	D
Common Stock								11992.9728	I	By ESOP

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							(2)	4/1/2020	Common Stock	9000		9000	D
Stock Options (Right to buy)	$19.00							(2)	4/1/2021	Common Stock	8600		8600	D
Stock Options (Right to buy)	$19.09							(2)	4/2/2022	Common Stock	13800		13800	D
Stock Options (Right to buy)	$19.675							(2)	4/1/2023	Common Stock	8200		8200	D
Stock Options (Right to Buy)	$22.94							(2)	4/1/2024	Common Stock	8400		8400	D
Stock Options (Right to buy)	$25.375							(3)	3/2/2025	Common Stock	14340		14340	D
Stock Options (Right to buy)	$24.825							(3)	3/1/2026	Common Stock	14820		14820	D
Stock Options (Right to buy)	$34.80							(3)	3/1/2027	Common Stock	10360		10360	D
Stock Options (Right to buy)	$33.575							(3)	3/1/2028	Common Stock	11540		11540	D
Stock Options (Right to buy)	$33.575							(4)	3/1/2028	Common Stock	5420		5420	D
Stock Options (Right to Buy)	$44.45							(3)	3/1/2029	Common Stock	10030		10030	D

Explanation of Responses:
(1)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2019.
(2)	Exercisable 20% per year beginning on first anniversary date of grant
(3)	Exercisable 33% per year beginning on first anniversary date of grant
(4)	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
Colombo Russell A 504 REDWOOD BOULEVARD, SUITE 100 NOVATO, CA 94947	X		President and CEO

Signatures
Nancy R. Boatright, Attorney-in-Fact		10/24/2019
**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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