BMRC Bank of Marin Bancorp

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On April 25, 2023 the Reporting Persons and the Issuer entered into an amendment (“Amendment No. 2”) to that certain previously disclosed agreement dated May 10, 2021 (as amended by Amendment No. 1 dated March 31, 2022, the “Agreement”) under which, among other things, Sanjiv Sanghvi was added to the Issuer’s Board of Directors (the “Board”) and included in the Issuer’s slate of directors for election to the Board at the 2021 Annual Meeting of Shareholders. Amendment No. 2 provides for, among other things, the confirmation of Mr. Sanghvi as the continuing Kelly Trust Nominee (as defined in the Amendment) (including as one of the Board’s nominees for the 2023 Annual Meeting of Shareholders) and the extension of the “Restricted Period” by approximately one year. The other terms and conditions of the Agreement generally were continued. The summary description of Amendment No. 2 in this paragraph is qualified in its entirety by reference to the full terms of Amendment No. 2, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 16,056,334 Shares outstanding as of February 28, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 16, 2023.

Percentage: Approximately 2.8%

Percentage: Approximately 3.9%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or she does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or she does not directly own.

Item 6 is hereby amended to add the following:

On April 25, 2023, the Reporting Persons and the Issuer entered into Amendment No. 2, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following:

SIGNATURE

After reasonable inquiry and to the best of their respective knowledge, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 27, 2023

SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty (60) Days

RILEY GARDNER

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* The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.20 to $31.00 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.