Devlin Amends Bank of Marin Bancorp 13D Filing

TL;DR

Devlin updated his Bank of Marin Bancorp stake filing. Watch for changes.

AI Summary

Shawn Devlin, through Olshan Frome Wolosky LLP, filed an amendment (Amendment No. 2) to Schedule 13D on April 30, 2024, regarding Bank of Marin Bancorp. The filing indicates a change in reporting as of April 26, 2024, related to the acquisition of securities.

Why It Matters

This filing signals a potential shift in the ownership or strategy concerning Bank of Marin Bancorp, which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate active engagement or changes in investment strategy by significant shareholders, which can introduce volatility.

Key Numbers

• 2 — Amendment Number (Indicates this is the second update to the original filing.)

Key Players & Entities

• Shawn Devlin (person) — Filing person
• Bank of Marin Bancorp (company) — Subject company
• Olshan Frome Wolosky LLP (company) — Legal representative for filing person

FAQ

Filing Documents

• sc13da213168002_04302024.htm (SC 13D/A) — 69KB
• 0000921895-24-000989.txt ( ) — 70KB

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On April 26, 2024 the Reporting Persons and the Issuer entered into an amendment (“Amendment No. 3”) to that certain previously disclosed agreement dated May 10, 2021 (as amended by Amendment No. 1 dated March 31, 2022 and Amendment No. 2 dated April 25, 2023, the “Agreement”) under which, among other things, Sanjiv Sanghvi was added to the Issuer’s Board of Directors (the “Board”) and included in the Issuer’s slate of directors for election to the Board at the 2021 Annual Meeting of Shareholders. Amendment No. 3 provides for, among other things, the confirmation of Mr. Sanghvi as the continuing Kelly Trust Nominee (as defined in the Amendment) (including as one of the Board’s nominees for the 2024 Annual Meeting of Shareholders), the continuing appointment of Mr. Sanghvi to the Bank of Marin Board of Directors and the extension of the “Restricted Period” by approximately one year. The other terms and conditions of the Agreement generally were continued. The summary description of Amendment No. 3 in this paragraph is qualified in its entirety by reference to the full terms of Amendment No. 3, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 16,297,287 Shares outstanding as of March 25, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 9, 2024. A. Mr. Gardner (a) As of the date hereof, Mr. Gardner directly beneficially owned 448,254 Shares. Percentage: Approximately 2.8% (b) 1. Sole power to vote or direct vote: 448,254 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: 448,254 4. Shared power to dispose or direct the disposition: -0- (c) Mr. Gardner has not entered into any transactions in the securities of the Issuer during the past 60 days. B. Ms. Devlin (a) As of the date hereof, Ms. Devlin directly beneficially owned 566,031 Shares. Percentage: Approximately 3.5% 4 CUSIP No. 063425102 (b) 1. Sole power to vote or direct vote: 566,031 2. Shared power to vote or direct vote: -0- 3. Sole power to dispose or direct the disposition: 566,031 4. Shared power to dispose or direct the disposition: -0- (c) Ms. Devlin has not entered into any transactions in the securities of the Issuer during the past 60 days. 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.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On April 26, 2024, the Reporting Persons and the Issuer entered into Amendment No. 3, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following: 99.1 Amendment No. 3, dated April 26, 2024 (incorporated by reference to Exhibit 10.1 of the Issuer’s Form 8-K filed with the Securities and Exchange Commission on April 30, 2024). 5 CUSIP No. 063425102

SIGNATURES

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: April 30, 2024 /s/ Riley Gardner Riley Gardner /s/ Shawn Devlin Shawn Devlin 6

View Full Filing

View this SC 13D/A filing on SEC EDGAR