Statement of Changes in Beneficial Ownership (4)
14 February 2020 - 8:26AM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Pelham Peter |
2. Issuer Name and Ticker or Trading Symbol
Bank of Marin Bancorp
[
BMRC
]
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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 |
(Last)
(First)
(Middle)
504 REDWOOD BOULEVARD, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2020 |
(Street)
NOVATO, CA 94947
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/12/2020 | | M | | 3200 | A | $19.675 | 15191 | D | |
Common Stock | 2/12/2020 | | M | | 3100 | A | $22.94 | 18291 | D | |
Common Stock | 2/12/2020 | | S | | 6300 | D | $43.9706 | 11991 | D | |
Common Stock | | | | | | | | 558 | I | As custodian for grandson under CAUTMA |
Common Stock | | | | | | | | 550 | I | As Custodian for Grandson under CAUTMA |
Common Stock | | | | | | | | 11906.4613 (1) | I | By ESOP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) | $19.675 | 2/12/2020 | | M | | | 3200 | (2) | 4/1/2023 | Common Stock | 3200 | $19.675 | 0 | D | |
Stock Options (Right to Buy) | $22.94 | 2/12/2020 | | M | | | 3100 | (2) | 4/1/2024 | Common Stock | 3100 | $22.94 | 0 | D | |
Stock Options (Right to buy) | $25.375 | | | | | | | (3) | 3/2/2025 | Common Stock | 5200 | | 5200 | D | |
Stock Options (Right to buy) | $24.825 | | | | | | | (3) | 3/1/2026 | Common Stock | 5280 | | 5280 | D | |
Stock Options (Right to buy) | $34.80 | | | | | | | (3) | 3/1/2027 | Common Stock | 3520 | | 3520 | D | |
Stock Options (Right to buy) | $33.575 | | | | | | | (3) | 3/1/2028 | Common Stock | 3920 | | 3920 | D | |
Stock Options (Right to buy) | $33.575 | | | | | | | (4) | 3/1/2028 | Common Stock | 1900 | | 1900 | D | |
Stock Options (Right to Buy) | $44.45 | | | | | | | (3) | 3/1/2029 | Common Stock | 3410 | | 3410 | D | |
Explanation of Responses: |
(1) | Reflects recent allocations of stock under Bank of Marin Bancorp ESOP. |
(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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pelham Peter 504 REDWOOD BOULEVARD, SUITE 100 NOVATO, CA 94947 |
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| Executive Vice President |
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Signatures
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Nancy R. Boatright, Attorney-in-Fact | | 2/13/2020 |
**Signature of Reporting Person | Date |
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