SEC Form 4 · accession 0001209191-19-008288
Bank of Marin Bancorp · BMRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell A Colombo
Officer — President and CEO · Director
Period of report
Aug 10, 2018
Accepted (ET)
Feb 7, 2019 · 7:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403475
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 27, 2018 | J | 32,593 | $0.00 | A | 66,186 | D | |
| Common Stock | Jan 2, 2019 | G | 1,000 | $0.00 | D | 65,186 | D | |
| Common Stock | Feb 5, 2019 | S | 5,117 | $42.00 | D | 60,069 | D | |
| Common Stock | Feb 5, 2019 | X | 10,196 | $11.125 | A | 70,265 | D | |
| Common Stock | Aug 10, 2018 | J | 28 | $0.00 | A | 7,694 | I | By ESOP |
| Common Stock | Nov 8, 2018 | J | 31 | $0.00 | A | 7,725 | I | By ESOP |
| Common Stock | Nov 27, 2018 | J | 7,725 | $0.00 | A | 15,450 | I | By ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to buy)F4,F5 | $11.125 | holding | — | — | — | — | Apr 1, 2019 | Common Stock | 10,196 | 0 | D |
| Stock Options (Right to buy)F4,F6 | $16.55 | holding | — | — | — | — | Apr 1, 2020 | Common Stock | 9,000 | 9,000 | D |
| Stock Options (Right to buy)F4,F7 | $19.00 | holding | — | — | — | — | Apr 1, 2021 | Common Stock | 8,600 | 8,600 | D |
| Stock Options (Right to buy)F4,F8 | $19.09 | holding | — | — | — | — | Apr 2, 2022 | Common Stock | 13,800 | 13,800 | D |
| Stock Options (Right to buy)F4,F9 | $19.675 | holding | — | — | — | — | Apr 1, 2023 | Common Stock | 8,200 | 8,200 | D |
| Stock Options (Right to Buy)F4,F10 | $22.94 | holding | — | — | — | — | Apr 1, 2024 | Common Stock | 8,400 | 8,400 | D |
| Stock Options (Right to buy)F11,F12 | $25.375 | holding | — | — | — | — | Mar 2, 2025 | Common Stock | 14,340 | 14,340 | D |
| Stock Options (Right to buy)F11,F13 | $24.825 | holding | — | — | — | — | Mar 1, 2026 | Common Stock | 14,820 | 14,820 | D |
| Stock Options (Right to buy)F11,F14 | $34.80 | holding | — | — | — | — | Mar 1, 2027 | Common Stock | 10,360 | 10,360 | D |
| Stock Options (Right to buy)F11,F15 | $33.575 | holding | — | — | — | — | Mar 1, 2028 | Common Stock | 11,540 | 11,540 | D |
| Stock Options (Right to buy)F16,F17 | $33.575 | holding | — | — | — | — | Mar 1, 2028 | Common Stock | 5,420 | 5,420 | D |
Explanation of responses
- F1On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 32,593 additional shares of common stock.
- F10This option was previously reported as covering 4,200 shares at an exercise price of $45.88 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F11Exercisable 33% per year beginning on first anniversary date of grant
- F12This option was previously reported as covering 7,170 shares at an exercise price of $50.75 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F13This option was previously reported as covering 7,410 shares at an exercise price of $49.65 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F14This option was previously reported as covering 5,180 shares at an exercise price of $69.60 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F15This option was previously reported as covering 5,770 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F16Exercisable 33% immediately, then 33% per year on first anniversary date of grant.
- F17This option was previously reported as covering 2,710 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F2Exempt under Rule 16A-11 Additional shares resulting from dividend reinvestments
- F3On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 7725.1006 additional shares of common stock.
- F4Exercisable 20% per year beginning on date of grant
- F5This option was previously reported as covering 5,098 shares at an exercise price of $22.25 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F6This option was previously reported as covering 4,500 shares at an exercise price of $31.10 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F7This option was previously reported as covering 4,300 shares at an exercise price of $38.00 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F8This option was previously reported as covering 6,900 shares at an exercise price of $38.18 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
- F9This option was previously reported as covering 4,100 shares at an exercise price of $39.35 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.