Sec Form 4 Filing - Reizman Elizabeth @ Bank of Marin Bancorp - 2018-08-10

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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/YY) 08/10/2018 (Street) NOVATO, CA94947 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 ) 12,902 A $ 0 25,804 I By Family Trust Common Stock 02/05/2019 X 1,400 A $ 11.125 27,204 I By Family Trust Common Stock 02/05/2019 S 1,000 D $ 41.46 26,204 I By Family Trust Common Stock 08/10/2018 J( 2 ) 25.8535 A $ 0 7,037.3226 I By ESOP Common Stock 11/08/2018 J( 2 ) 28.5587 A $ 0 7,065.8813 I By ESOP Common Stock 11/27/2018 J( 3 ) 7,065.8814 A $ 0 14,131.7627 I By ESOP Common Stock 08/10/2018 J( 2 ) 1.4366 A $ 0 402.5486 I By 401(k) Plan Common Stock 11/08/2018 J( 2 ) 1.6024 A $ 0 404.151 I By 401(k) Plan Common Stock 11/27/2018 J( 4 ) 404.151 A $ 0 808.302 I By 401(k) Plan Common Stock 11/27/2018 J( 5 ) 3,995 A $ 0 7,990 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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/YY) 7. Title and Amount of Underlying Securities (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 ) 04/01/2019 Common Stock 1,400 ( 7 ) 0 D Stock Options (Right to buy) $ 16.55 ( 6 ) 04/01/2020 Common Stock 1,400 ( 8 ) 1,400 D Stock Options (Right to buy) $ 19 ( 6 ) 04/01/2021 Common Stock 1,400 ( 9 ) 1,400 D Stock Options (Right to buy) $ 19.09 ( 6 ) 04/02/2022 Common Stock 2,200 ( 10 ) 2,200 D Stock Options (Right to buy) $ 19.675 ( 6 ) 04/01/2023 Common Stock 1,400 ( 11 ) 1,400 D Stock Options (Right to Buy) $ 22.94 ( 6 ) 04/01/2024 Common Stock 3,100 ( 12 ) 3,100 D Stock Options (Right to buy) $ 25.375 ( 6 ) 03/02/2025 Common Stock 5,200 ( 13 ) 5,200 D Stock Options (Right to buy) $ 24.825 ( 14 ) 03/01/2026 Common Stock 5,500 ( 15 ) 5,500 D Stock Options (Right to buy) $ 34.8 ( 14 ) 03/01/2027 Common Stock 3,700 ( 16 ) 3,700 D Stock Options (Right to buy) $ 33.575 ( 14 ) 03/01/2028 Common Stock 4,120 ( 17 ) 4,120 D Stock Options (Right to buy) $ 33.575 ( 18 ) 03/01/2028 Common Stock 1,840 ( 19 ) 1,840 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reizman Elizabeth 504 REDWOOD BOULEVARD, SUITE 100 NOVATO, CA94947 Executive Vice President Signatures Nancy R. Boatright, Attorney-in-Fact 02/07/2019 Signature of Reporting Person Date

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.

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).

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