Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kennedy Kevin R
   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)
(Last)
(First)
(Middle)
504 REDWOOD BOULEVARD, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
01/08/2019
(Street)

NOVATO, CA 94947		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 11/27/2018   J(1)   4,297 A $ 0 8,594 I By Trust
Common Stock 01/08/2019   J(2)   196 A $ 41.35 8,790 I By Trust
Common Stock 11/27/2018   J(3)   5,040 A $ 0 10,080 I By Roth IRA
Common Stock 11/27/2018   J(4)   50 A $ 0 100 I By SIMPLE IRA

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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 Underlying Securities
(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) $ 41.35             01/02/2019 01/02/2029 Common Stock 988 (5)   988 D  
Stock Options (Right to Buy) $ 40.7 (6)             07/02/2018 07/02/2028 Common Stock 958   958 (6) D  
Stock Options (Right to Buy) $ 33.9 (7)             01/02/2018 01/02/2028 Common Stock 1,272   1,272 (7) D  
Stock Options (Right to buy) $ 31.225 (8)             07/03/2017 07/03/2027 Common Stock 1,474   1,474 (8) D  
Stock Options (Right to buy) $ 34.6 (9)             01/03/2017 01/03/2027 Common Stock 1,188   1,188 (9) D  
Stock Options (Right to buy) $ 23.765 (10)               (11) 07/01/2026 Common Stock 1,714   1,714 (10) D  
Stock Options (Right to buy) $ 25.135 (12)               (13) 05/14/2022 Common Stock 6,000   6,000 (12) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kennedy Kevin R
504 REDWOOD BOULEVARD, SUITE 100
NOVATO, CA 94947		   X      

Signatures

 Nancy R. Boatright, Attorney-in-Fact   01/09/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 4,297 additional shares of common stock.
(2) Shares received in payment of Director fee
(3) On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 5,040 additional shares of common stock.
(4) On November 27, 2018, the common stock of Bank of Marin Bancorp split 2-for-1, resulting in the reporting person's ownership of 50 additional shares of common stock.
(5) Option issued in payment of Director fee
(6) This option was previously reported as covering 479 shares at an exercise price of $81.40 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(7) This option was previously reported as covering 636 shares at an exercise price of $67.80 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(8) This option was previously reported as covering 737 shares at an exercise price of $62.45 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(9) This option was previously reported as covering 594 shares at an exercise price of $69.20 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(10) This option was previously reported as covering 857 shares at an exercise price of $47.53 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(11) Exercisable 33% per year beginning on first anniversary date of grant
(12) This option was previously reported as covering 3,000 shares at an exercise price of $50.27 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(13) Exercisable 20% per year beginning on first anniversary date of grant

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