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Bank of Marin Bancorp (BMRC) EVP reports ESOP gains, options

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bank of Marin Bancorp executive vice president Robert Gotelli reported indirect acquisitions of 641.2500, 761.0500, 750.2400, and 357.3800 shares of common stock through an ESOP. Footnotes describe the 2024 and 2025 amounts as ESOP allocations and the 2025 and 2026 amounts as additional shares from dividend reinvestment.

As of 2024-12-31, Gotelli also held 36460.0000 common shares directly and a series of stock options to purchase additional shares, with exercise prices between $33.5800 and $44.4500 per share and expirations from 2027-03-01 to 2032-03-01. Footnotes state these options generally vest in 33% increments, with one grant 33% immediately and the remainder vesting annually thereafter.

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Insider Gotelli Robert
Role EXECUTIVE VICE PRESIDENT
Type Security Shares Price Value
Other Common Stock F4 357.38 $0.00 $0.00
Other Common Stock F2 761.05 $0.00 $0.00
Other Common Stock F3 750.24 $0.00 $0.00
Other Common Stock F1 641.25 $0.00 $0.00
holding Stock Options (Right to Buy) F5 -- -- --
holding Stock Options (Right to Buy) F5 -- -- --
holding Stock Options (Right to Buy) F6 -- -- --
holding Stock Options (Right to Buy) F5 -- -- --
holding Stock Options (Right to Buy) F5 -- -- --
holding Stock Options (Right to Buy) F5 -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) F5 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 19,660.9685 shares (Indirect, By ESOP); Stock Options (Right to Buy) — 12,156 shares (Direct); Common Stock — 36,460 shares (Direct)
Footnotes (6)
  1. F1. Represents 2024 ESOP allocation posted to reporting owner's account on December 31, 2024
  2. F2. Represents 2025 ESOP allocation posted to reporting owner's account on December 31, 2025
  3. F3. Represents additional ESOP shares resulting from dividend reinvestment in 2025
  4. F4. Represents additional ESOP shares resulting from dividend reinvestment in 2026
  5. F5. Exercisable 33% per year beginning on first anniversary date of grant.
  6. F6. Exercisable 33% immediately, then 33% per year beginning on first anniversary date of grant.
2024 ESOP allocation 641.2500 shares Indirect common shares credited via ESOP allocation on 2024-12-31
2025 ESOP allocation 761.0500 shares Indirect common shares credited via ESOP allocation on 2025-12-31
2025 ESOP dividend reinvestment 750.2400 shares Additional ESOP shares from dividend reinvestment in 2025
2026 ESOP dividend reinvestment 357.3800 shares Additional ESOP shares from dividend reinvestment in 2026
Total ESOP-related acquisitions 2509.92 shares Sum of ESOP allocations and dividend reinvestments reported
Direct common stock holding 36460.0000 shares Directly held BMRC common shares as of 2024-12-31
Option exercise price 34.0300 per share Exercise price for options expiring 2032-03-01
Underlying shares at $34.0300 1944.0000 shares Underlying BMRC common shares for the 2032-03-01 option grant
ESOP financial
"Represents 2024 ESOP allocation posted to reporting owner's account"
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
dividend reinvestment financial
"Represents additional ESOP shares resulting from dividend reinvestment in 2025"
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
Stock Options (Right to Buy) financial
"Stock Options (Right to Buy) with various exercise prices and expirations"
exercise price financial
"conversion_or_exercise_price fields show the option exercise price per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How many Bank of Marin Bancorp (BMRC) shares does Robert Gotelli hold directly?

As of 2024-12-31, Robert Gotelli held 36460.0000 BMRC common shares directly. This direct position is separate from the additional indirect shares held for his benefit through the ESOP, which are reported in the same Form 4 as distinct transactions.

What stock options in Bank of Marin Bancorp (BMRC) does Robert Gotelli hold?

Gotelli holds several Stock Options (Right to Buy) BMRC common shares, with exercise prices such as $34.0300 and expirations up to 2032-03-01. Underlying share amounts include grants like 1944.0000 shares, vesting in 33% tranches per the footnotes.

Are Robert Gotelli’s BMRC ESOP shares held directly or indirectly?

The ESOP-related BMRC shares are reported as indirect ownership "By ESOP." This means the shares are held in an employee stock ownership structure for Gotelli’s benefit, distinct from the 36460.0000 common shares he holds directly as of 2024-12-31.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gotelli Robert

(Last)(First)(Middle)
504 REDWOOD BLVD., SUITE 100

(Street)
NOVATO CALIFORNIA 94947

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Bank of Marin Bancorp [ BMRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EXECUTIVE VICE PRESIDENT
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock12/31/2024J(1)641.25A$017,792.2985IBy ESOP
Common Stock12/31/2025J(2)761.05A$018,553.3485IBy ESOP
Common Stock12/31/2025J(3)750.24A$019,303.5885IBy ESOP
Common Stock05/14/2026J(4)357.38A$019,660.9685IBy ESOP
Common Stock36,460D
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 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$34.8 (5)03/01/2027Common Stock1,5601,560D
Stock Options (Right to Buy)$33.58 (5)03/01/2028Common Stock1,7401,740D
Stock Options (Right to Buy)$33.58 (6)03/01/2028Common Stock980980D
Stock Options (Right to Buy)$44.45 (5)03/01/2029Common Stock1,5801,580D
Stock Options (Right to Buy)$40.1 (5)03/02/2030Common Stock1,7701,770D
Stock Options (Right to Buy)$38.25 (5)03/01/2031Common Stock1,1531,153D
Stock Options (Right to Buy)$38.1110/29/202110/29/2031Common Stock1,4291,429D
Stock Options (Right to Buy)$34.03 (5)03/01/2032Common Stock1,9441,944D
Explanation of Responses:
1. Represents 2024 ESOP allocation posted to reporting owner's account on December 31, 2024
2. Represents 2025 ESOP allocation posted to reporting owner's account on December 31, 2025
3. Represents additional ESOP shares resulting from dividend reinvestment in 2025
4. Represents additional ESOP shares resulting from dividend reinvestment in 2026
5. Exercisable 33% per year beginning on first anniversary date of grant.
6. Exercisable 33% immediately, then 33% per year beginning on first anniversary date of grant.
/s/ Krissy Meyer, Attorney-in-Fact07/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)