Tani Girton Form 5 Bank of Marin Bancorp / Tani Girton ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Girton Tani

(Last) (First) (Middle)

504 REDWOOD BOULEVARD, STE 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	11/27/2018		J4(1)	9,868	A	$0.00	19,736	D
Common Stock	08/10/2018		J4(2)	4.6282	A	$0.00	1,259.7696	I	By ESOP
Common Stock	11/08/2018		J4(2)	5.1124	A	$0.00	1,264.882	I	By ESOP
Common Stock	11/27/2018		J4(3)	1,264.8821	A	$0.00	2,529.7641	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 (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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
(Stock Options (Right to buy)	$20.365						(4)	08/29/2023	Common Stock	11,000		22,000(5)	D
Stock Options (Right to buy)	$25.375						(4)	03/02/2025	Common Stock	2,880		5,760(6)	D
Stock Options (Right to buy)	$24.825						(7)	03/01/2026	Common Stock	2,950		5,900(8)	D
Stock Options (Right to buy)	$34.8						(7)	03/01/2027	Common Stock	2,050		4,100(9)	D
Stock Options (Right to buy)	$33.575						(10)	03/01/2028	Common Stock	1,020		2,040(11)	D
Stock Options (Right to buy)	$33.575						(7)	03/01/2028	Common Stock	2,280		4,560(12)	D

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 9,868 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 1,264.8821 additional shares of common stock.

4. Exercisable 20% per year beginning on first anniversary date of grant

5. This option was previously reported as covering 11,000 shares at an exercise price of $40.73 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

6. This option was previously reported as covering 2,880 shares at an exercise price of $50.75 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

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

8. This option was previously reported as covering 2,950 shares at an exercise price of $49.65 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

9. This option was previously reported as covering 2,050 shares at an exercise price of $69.60 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

10. Exercisable 33% immediately, then 33% per year on first anniversary date of grant.

11. This option was previously reported as covering 1,020 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

12. This option was previously reported as covering 2,280 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

Remarks:

	Nancy R. Boatright, Attorney-in-Fact	02/04/2019
	** 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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