Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Burke James T
 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
(Last)
(First)
(Middle)

504 REDWOOD BOULEVARD, STE 100		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
(Street)


NOVATO, CA 94947		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 11/27/2018   J4(1) 7,107 A $ 0 14,214 D  
Common Stock 08/10/2018   J4(2) 5.1832 A $ 0 1,410.8486 I By ESOP
Common Stock 11/08/2018   J4(2) 5.7256 A $ 0 1,416.5742 I By ESOP
Common Stock 11/27/2018   J4(3) 1,416.5742 A $ 0 2,833.1484 I By ESOP

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $ 20.05             (4) 03/18/2023 Common Stock
11,000
  11,000 (5)
D
 
Stock Options (Right to Buy) $ 22.94             (4) 04/01/2024 Common Stock
1,300
  1,300 (6)
D
 
Stock Options (Right to buy) $ 25.375             (4) 03/02/2025 Common Stock
1,420
  2,840 (7)
D
 
Stock Options (Right to buy) $ 24.825             (8) 03/01/2026 Common Stock
1,540
  3,080 (9)
D
 
Stock Options (Right to buy) $ 34.8             (8) 03/01/2027 Common Stock
1,660
  3,320 (10)
D
 
Stock Options (Right to buy) $ 33.575             (8) 03/01/2028 Common Stock
1,850
  3,700 (11)
D
 
Stock Options (Right to buy) $ 33.575             (12) 03/01/2028 Common Stock
820
  1,640 (13)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burke James T
504 REDWOOD BOULEVARD, STE 100
NOVATO, CA 94947		       Executive Vice President  

Signatures

Nancy R. Boatright, Attorney-in-Fact 02/04/2019
**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 7,107 additional shares of common stock.
(2) Exempt under Rule 16A-11 Additional shares resulting from dividend reinvestments
(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 1,416.5742 additional shares of common stock.
(4) Exercisable 20% per year beginning on first anniversary date of grant
(5) This option was previously reported as covering 5,500 shares at an exercise price of $40.10 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(6) This option was previously reported as covering 650 shares at an exercise price of $45.88 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(7) This option was previously reported as covering 1,420 shares at an exercise price of $50.75 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(8) Exercisable 33% per year beginning on first anniversary date of grant
(9) This option was previously reported as covering 1,540 shares at an exercise price of $49.65 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(10) This option was previously reported as covering 1,660 shares at an exercise price of $69.60 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(11) This option was previously reported as covering 1,850 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.
(12) Exercisable 33% immediately, then 33% per year on first anniversary date of grant.
(13) This option was previously reported as covering 820 shares at an exercise price of $67.15 per share, but was adjusted to reflect the stock split that occurred on November 27, 2018.

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