SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Colombo Russell A

(Last)(First)(Middle)
504 REDWOOD BLVD., SUITE 100

(Street)
NOVATO CALIFORNIA 94947

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Bank of Marin Bancorp [ BMRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock43,560IAs Trustee of Colombo Family Trust
Common Stock2,551D
Common Stock13,692IBy IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$22.9404/01/2024H(1)8,40004/01/2019(2)04/01/2024Common Stock8,400$00D
Stock Options (Right to Buy)$25.3803/02/2025H(3)14,34003/02/2018(4)03/02/2025Common Stock14,340$00D
Stock Options (Right to Buy)$24.8303/01/2026H(5)14,82003/01/2019(4)03/01/2026Common Stock14,820$00D
Stock Options (Right to Buy)$34.8 (4)03/01/2027Common Stock10,36010,360D
Stock Options (Right to Buy)$33.58 (6)03/01/2028Common Stock5,4205,420D
Stock Options (Right to Buy)$33.58 (4)03/01/2028Common Stock11,54011,540D
Stock Options (Right to Buy)$44.45 (4)03/01/2029Common Stock10,03010,030D
Stock Options (Right to Buy)$40.1 (4)03/02/2030Common Stock7,4307,430D
Stock Options (Right to Buy)$38.25 (4)03/01/2031Common Stock4,7234,723D
Explanation of Responses:
1. The stock option was granted on April 1, 2014 and vested in equal annual installments over five years, becoming fully exercisable on April 1, 2019. The option expired unexercised on April 1, 2024. This Form 4 is being filed late due to an administrative oversight.
2. Exercisable 20% per year beginning on first anniversary date of grant.
3. The stock option was granted on March 2, 2015 and vested in equal annual installments over three years, becoming fully exercisable on March 2, 2018. The option expired unexercised on March 2, 2025. This Form 4 is being filed late due to an administrative oversight.
4. Exercisable 33% per year beginning on first anniversary date of grant.
5. The stock option was granted on March 1, 2016 and vested in equal annual installments over three years, becoming fully exercisable on March 1, 2019. The option expired unexercised on March 1, 2026. This Form 4 is being filed late due to an administrative oversight.
6. Exercisable 33% per year beginning on first anniversary date of grant.
/s/ Krissy Meyer, Attorney-in-Fact05/06/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)