BMRC Bank of Marin Bancorp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Bank of Marin Bancorp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

063425102

(CUSIP Number)

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 29, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				Riley Gardner
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							367,024
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							367,024
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				367,024
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.3%
	14		TYPE OF REPORTING PERSON
				IN

  

	1		NAME OF REPORTING PERSON
				Shawn Devlin
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							425,946
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							425,946
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				425,946
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.6%
	14		TYPE OF REPORTING PERSON
				IN

  

 

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)–(c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 16,276,063 Shares outstanding as of July 30, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2024.

A.

Mr. Gardner

(a)

As of the date hereof, Mr. Gardner directly beneficially owned 367,024 Shares.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 367,024 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: 367,024 4. Shared power to dispose or direct the disposition: -0-

(c)

Mr. Gardner’s transactions in the securities of the Issuer since the filing of Amendment No. 3 are set forth on Schedule A annexed hereto.

B.

Ms. Devlin

(a)

As of the date hereof, Ms. Devlin directly beneficially owned 425,946 Shares.

Percentage: Approximately 2.6%

(b)

1. Sole power to vote or direct vote: 425,946 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: 425,946 4. Shared power to dispose or direct the disposition: -0-

(c)

Ms. Devlin’s transactions in the securities of the Issuer since the filing of Amendment No. 3 are set forth on Schedule A annexed hereto.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or she does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or she does not directly own.

(e)

As of August 22, 2024, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

 

SIGNATURES

After reasonable inquiry and to the best of their respective knowledge, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2024

	/s/ Riley Gardner
	Riley Gardner
	/s/ Shawn Devlin
	Shawn Devlin

 

SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 3

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price ($)

Date of Purchase/Sale

RILEY GARDNER

Sale of Common Stock	(2,500)	$20.6000	07/31/2024
Sale of Common Stock	(3,738)	$19.1712	08/01/2024
Sale of Common Stock	(3,300)	$18.6942	08/02/2024
Sale of Common Stock	(2,500)	$18.0580	08/06/2024
Sale of Common Stock	(2,685)	$18.0726	08/07/2024
Sale of Common Stock	(1,600)	$19.5060	08/22/2024

SHAWN DEVLIN

Sale of Common Stock	(5,279)	$19.3900	08/01/2024
Sale of Common Stock	(3,617)	$18.6900	08/02/2024
Sale of Common Stock	(280)	$18.5400	08/13/2024
Sale of Common Stock	(3,053)	$19.1600	08/15/2024
Sale of Common Stock	(2,487)	$19.4500	08/16/2024
Sale of Common Stock	(2,015)	$19.4000	08/19/2024
Sale of Common Stock	(2,529)	$18.9900	08/20/2024
Sale of Common Stock	(1,140)	$18.7000	08/21/2024
Sale of Common Stock	(11,118)	$20.5000	08/23/2024
Sale of Common Stock	(3,951)	$20.7300	08/26/2024
Sale of Common Stock	(2,556)	$20.4600	08/27/2024
Sale of Common Stock	(2,060)	$20.6600	08/28/2024

 

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