UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 30, 2019
Commission File Number 001-33572
Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)
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California | | 20-8859754 |
| (State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
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| 504 Redwood Blvd., Suite 100, Novato, CA | | 94947 |
| (Address of principal executive office) | | (Zip Code) |
Registrant’s telephone number, including area code: (415) 763-4520
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| Securities registered pursuant to 12(b) of the Act: |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, no par value | BMRC | The Nasdaq Stock Market LLC |
Not Applicable
(Former name or former address, if changes since last report)
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| Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| | o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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| | o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | o Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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| | Emerging growth company o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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Section 8 - Other Events
On August 30, 2019, Russell A. Colombo, the President and CEO of Bank of Marin Bancorp and Bank of Marin, entered into a 10b5-1 trading plan (the “Plan”) providing for the sale of up to 10,000 shares of BMRC common stock over time. The Plan was entered into based on the advice of Mr. Colombo’s financial advisor for purposes of diversifying his equity investments. Mr. Colombo will continue to maintain significant ownership of BMRC shares. Trades under the Plan will not commence until September 16, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: September 4, 2019 | BANK OF MARIN BANCORP |
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| | by: | /s/ Tani Girton_____ |
| | | Tani Girton |
| | | Executive Vice President and |
| | | Chief Financial Officer |
