Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Barlow Steven I.	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 BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY) 7/1/2020
(Street) NOVATO, CA  (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	7/1/2020		J(1)		259	A	$32.20	1523	D
Common Stock								1534	I	By IRA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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)	$32.20							7/1/2020	7/1/2030	Common Stock	1279 (2)		1279	D
Stock Options (Right to Buy)	$44.85							1/2/2020	1/2/2030	Common Stock	1019		1019	D
Stock Options (Right to Buy)	$41.80							7/1/2019	7/1/2029	Common Stock	1077		1077	D
Stock Options (Right to Buy)	$41.35							1/2/2019	1/2/2029	Common Stock	988		988	D
Stock Options (Right to Buy)	$40.70							7/2/2018	7/2/2028	Common Stock	958		958	D
Stock Options (Right to Buy)	$33.90							1/2/2018	1/2/2028	Common Stock	318		318	D

Explanation of Responses:
(1)	Shares received in payment of Director fee
(2)	Option issued in payment of Director fee

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Barlow Steven I. 504 REDWOOD BLVD. NOVATO, CA	X

Signatures
Nancy R. Boatright, Attorney-in-Fact		7/2/2020
**Signature of Reporting Person		Date