Bank of Marin Bancorp (NASDAQ:BMRC) Files An 8-K Entry into a Material Definitive Agreement

Bank of Marin Bancorp (NASDAQ:BMRC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On July6, 2017, the board of directors of Bank of Marin Bancorp (the “Company”) approved a Rights Agreement by and between the Company and Computershare Trust Company, N.A. (the “Rights Agreement”). The Rights Agreement was subsequently entered into on July6, 2017.

to the Rights Agreement, on July6, 2017, the board of directors of the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, no par value, of the Company.The dividend is payable on July23, 2017, to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Bancorp one one-hundredth of a share of SeriesA Junior Participating Preferred Stock, no par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-hundredth of a Preferred Share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, a copy of which was submitted with the Company’s Form8-A filed with the Commission on July6, 2017.

SECTION3 — SECURITIES AND TRADING MARKETS

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

SECTION8 — OTHER EVENTS

Item 8.01 Other Events.

On July6, 2017, the Company issued a press release announcing the adoption of the Rights Agreement, which is attached hereto as Exhibit99.1 and incorporated herein by reference.

Section9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

The following exhibit is included with this Current Report on Form8-K:

Exhibit Number

Description

99.1

Press Release, dated as of July6, 2017.


Bank of Marin Bancorp Exhibit
EX-99.1 2 a17-16983_1ex99d1.htm EX-99.1 Exhibit 99.1       MEDIA CONTACT:   Beth Drummey   Marketing & Community Relations Manager   Bank of Marin   415-763-4529 | [email protected]   Bank of Marin Bancorp Announces New Shareholder Rights Plan   NOVATO,…
To view the full exhibit click here

About Bank of Marin Bancorp (NASDAQ:BMRC)

Bank of Marin Bancorp (Bancorp) is the holding company for Bank of Marin (the Bank). The Company’s customer base is made up of business and personal banking relationships from the communities near the branch office locations. Its business banking focus is on small to medium-sized businesses, professionals and not-for-profit organizations. The Company operates through approximately 20 offices in Marin, Sonoma, San Francisco, Napa and Alameda counties, with a focus on supporting the local communities. It makes international banking services available to its customers indirectly through other financial institutions, with whom it has correspondent banking relationships. It offers a range of commercial and retail deposit and lending programs. Its lending categories include commercial real estate loans, commercial and industrial loans, construction financing, consumer loans and home equity lines of credit. It also offers Wealth Management and Trust Services (WMTS).

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