SEC FORM 4

SEC FORM 4 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).

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^*

Gotelli Robert

(Last)

(First)

(Middle)

504 REDWOOD BLVD., SUITE 100

(Street)

NOVATO

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. Date of Earliest Transaction (Month/Day/Year)
12/31/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								15,576.9472	I	By ESOP
Common Stock	03/03/2025		A		4,626	A	$0	34,215	D
Common Stock	12/31/2023		J⁽¹⁾		721.3197	A	$0	16,298.2669	I	By ESOP
Common Stock	12/31/2024		J⁽²⁾		852.7816	A	$0	17,151.0485	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$22.94							⁽³⁾	04/01/2024	Common Stock	1,300		1,300	D
Stock Options (Right to Buy)	$25.38							⁽⁴⁾	03/02/2025	Common Stock	2,200		2,200	D
Stock Options (Right to Buy)	$24.83							⁽⁴⁾	03/01/2026	Common Stock	2,400		2,400	D
Stock Options (Right to Buy)	$34.8							⁽⁴⁾	03/01/2027	Common Stock	1,560		1,560	D
Stock Options (Right to Buy)	$33.58							⁽⁴⁾	03/01/2028	Common Stock	1,740		1,740	D
Stock Options (Right to Buy)	$33.58							⁽⁵⁾	03/01/2028	Common Stock	980		980	D
Stock Options (Right to Buy)	$44.45							⁽⁴⁾	03/01/2029	Common Stock	1,580		1,580	D
Stock Options (Right to Buy)	$40.1							⁽⁴⁾	03/02/2030	Common Stock	1,770		1,770	D
Stock Options (Right to Buy)	$38.25							⁽⁴⁾	03/01/2031	Common Stock	1,153		1,153	D
Stock Options (Right to Buy)	$38.11							10/29/2021	10/29/2031	Common Stock	1,429		1,429	D
Stock Options (Right to Buy)	$34.03							⁽⁴⁾	03/01/2032	Common Stock	1,944		1,944	D

Explanation of Responses:

1. Represents 2023 ESOP allocation posted to reporting owner's account on December 31, 2023

2. Represents additional ESOP shares resulting from dividend reinvestment

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

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

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

	/s/ Krissy Meyer, Attorney-in-Fact	03/05/2025
	** 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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