Bank of Marin Bancorp (BMRC) Form 4 Bank of Marin Bancorp / JAMES C HALE III ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HALE JAMES C III

(Last) (First) (Middle)

504 REDWOOD BOULEVARD, SUITE 100

(Street)

NOVATO CA 94947

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/05/2022		J(1)		515	A	$31.78	11,418	I	By Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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)	$32.55	07/01/2022		J(2)		2,410		07/01/2022	07/01/2032	Common Stock	2,410	$32.55	2,410	D
Stock Options (Right to Buy)	$32.41							07/01/2021	07/01/2031	Common Stock	2,479		2,479	D
Stock Options (Right to Buy)	$34.86							01/04/2021	01/04/2031	Common Stock	2,240		2,240	D
Stock Options (Right to Buy)	$32.2							07/01/2020	07/01/2030	Common Stock	2,559		2,559	D
Stock Options (Right to Buy)	$44.85							01/02/2020	01/02/2030	Common Stock	2,038		2,038	D
Stock Options (Right to Buy)	$41.8							07/01/2019	07/01/2029	Common Stock	2,154		2,154	D
Stock Options (Right to Buy)	$41.35							01/02/2019	01/02/2029	Common Stock	1,976		1,976	D
Stock Options (Right to Buy)	$40.7							07/02/2018	07/02/2028	Common Stock	1,918		1,918	D
Stock Options (Right to Buy)	$33.9							01/02/2018	01/02/2028	Common Stock	2,546		2,546	D
Stock Options (Right to buy)	$31.225							07/03/2017	07/03/2027	Common Stock	2,950		2,950	D
Stock Options (Right to buy)	$34.6							01/03/2017	01/03/2027	Common Stock	2,378		2,378	D
Stock Options (Right to buy)	$23.765							(3)	07/01/2026	Common Stock	3,430		1,430	D

Explanation of Responses:

1. Purchase pursuant to the shareholder approved Bank of Marin Bancorp 2020 Director Stock Plan. Per the terms of the plan, the purchase price is the fair market value of the Company's stock on the ending date of the Offering Period, June 30, 2022.

2. Option issued in payment of Director fee

3. Exercisable 33% per year beginning on first anniversary date of grant

Remarks:

	Nancy R. Boatright, Attorney-in-Fact	07/06/2022
	** 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).
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