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)
07/07/2020
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 07/07/2020 J(1) 373 A $33.33 4,354 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) $23.765 (2) 07/01/2026 Common Stock 3,430 1,430 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) $31.225 07/03/2017 07/03/2027 Common Stock 2,950 2,950 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) $40.7 07/02/2018 07/02/2028 Common Stock 1,918 1,918 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) $41.8 07/01/2019 07/01/2029 Common Stock 2,154 2,154 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) $32.2 07/01/2020 07/01/2030 Common Stock 2,559 2,559 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, 2020.
2. Exercisable 33% per year beginning on first anniversary date of grant
Remarks:
Nancy R. Boatright, Attorney-in-Fact 07/07/2020
** 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).
** 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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