Sec Form 4 Filing - Colombo Russell A @ Bank of Marin Bancorp - 2019-12-12

Insider filing report for Changes in Beneficial Ownership
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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
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/YY)
12/12/2019
(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 12/12/2019 S( 1 ) 500 D $ 45.202 35,569 I By Trust
Common Stock 19,390 D
Common Stock 11,992.9728 I By ESOP
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) $ 16.55 ( 2 ) 04/01/2020 Common Stock 9,000 9,000 D
Stock Options (Right to buy) $ 19 ( 2 ) 04/01/2021 Common Stock 8,600 8,600 D
Stock Options (Right to buy) $ 19.09 ( 2 ) 04/02/2022 Common Stock 13,800 13,800 D
Stock Options (Right to buy) $ 19.675 ( 2 ) 04/01/2023 Common Stock 8,200 8,200 D
Stock Options (Right to Buy) $ 22.94 ( 2 ) 04/01/2024 Common Stock 8,400 8,400 D
Stock Options (Right to buy) $ 25.375 ( 3 ) 03/02/2025 Common Stock 14,340 14,340 D
Stock Options (Right to buy) $ 24.825 ( 3 ) 03/01/2026 Common Stock 14,820 14,820 D
Stock Options (Right to buy) $ 34.8 ( 3 ) 03/01/2027 Common Stock 10,360 10,360 D
Stock Options (Right to buy) $ 33.575 ( 3 ) 03/01/2028 Common Stock 11,540 11,540 D
Stock Options (Right to buy) $ 33.575 ( 4 ) 03/01/2028 Common Stock 5,420 5,420 D
Stock Options (Right to Buy) $ 44.45 ( 3 ) 03/01/2029 Common Stock 10,030 10,030 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Colombo Russell A
504 REDWOOD BOULEVARD, SUITE 100
NOVATO, CA94947
X President and CEO
Signatures
Nancy R. Boatright, Attorney-in-Fact 12/12/2019
Signature of Reporting Person Date
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 November 25, 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.

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.
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