8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 25, 2013

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)

California	001-33572	20-8859754
(State or other jurisdiction of incorporation)	(File number)	(I.R.S. Employer Identification No.)

504 Redwood Blvd., Suite 100, Novato, CA	94947
(Address of principal executive office)	(Zip Code)

Registrant's telephone number, including area code: (415) 763-4520

Not Applicable

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) Appointment of Chief Financial Officer

On July 25, 2013, Bank of Marin Bancorp (NASDAQ: BMRC) announced the hiring of Tani Girton as Chief Financial Officer of Bancorp and its subsidiary Bank.

Ms. Girton, 53, will join Bancorp and Bank of Marin (the "Bank") on September 3, 2013. Girton has more than 25 years of experience in financial services, including risk management, treasury, and investment portfolio management. Prior to joining the Bank, Ms. Girton was Executive Vice President and Treasurer at Bank of the West since 2009 and was Senior Vice President and Treasurer from 2008 to 2009. Prior to that, Ms. Girton was with Charles Schwab & Co., serving in several financial management roles over the course of eight years, most recently Vice President of Treasury Capital Markets.

Ms. Girton earned her MBA from San Francisco State University, and graduated from Lewis and Clark College with a Bachelor of Arts degree in international affairs. She has also completed graduate work at the Monterey Institute of International Studies.

Ms. Girton will be paid an annual salary of $215,000, subject to annual reviews commencing on January 1, 2014. She will also receive a sign on bonus and a car allowance. Subject to the terms of the Bank's 2010 Annual Individual Incentive Compensation Plan, she will be eligible for cash bonus of up to 30% of her base salary. Additionally, Ms. Girton may participate in other customary benefits offered to all employees of the Bank.

It is also intended that Ms. Girton will be granted stock options to purchase 11,000 shares of Bancorp common stock with a five year vesting period at a price per share equal to 100% of market value at the time of grant. It is also intended that the Board of Directors will grant her a 4,000 share restricted stock award. Ms. Girton will also be eligible for future awards from time to time based on performance.

Subject to approval by the Board of Directors, Ms. Girton will be provided a change in control agreement as well as a Supplemental Executive Retirement Plan substantially similar to ones provided to other Executive Vice Presidents of the Bank.

The Press Release is attached as Exhibits 99.1 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits.

99.1    Press Release, dated as of July 25, 2013, of the Bank

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	July 26, 2013	BANK OF MARIN BANCORP
		By:	/s/ Russell A. Colombo
			Russell A. Colombo
			President &
			Chief Executive Officer
			(Principal Executive Officer)

	EXHIBIT INDEX
Exhibit No.	Description
99.1	Press Release dated July 25, 2013

EX-99.1

EXHIBIT 99.1

	MEDIA CONTACT:
	Sandy Pfaff
	Pfaff PR for Bank of Marin
FOR IMMEDIATE RELEASE	415.819.7447 | sandy@pfaffpr.com

Bank of Marin Hires New Chief Financial Officer, Tani Girton

Experienced Finance Executive Joins Leading Community Bank

NOVATO, CA, July 25, 2013 - Bank of Marin Bancorp (NASDAQ: BMRC) has announced the hiring of Tani Girton as Chief Financial Officer of the company and its subsidiary bank. Girton joins Bank of Marin with more than 25 years of experience in financial services, including risk management, treasury, and investment portfolio management. Most recently, she was Executive Vice President and Treasurer at Bank of the West where she managed a team of more than 25 professionals. Prior to that, she was Vice President of Treasury Capital Markets at Charles Schwab & Company.

In addition to her financial experience, Girton is also known for her commitment to coaching and training employees, and giving back to the community. During her tenure at Bank of the West, she founded the Women's Connection, a program to provide employees with relevant education, mentoring and networking support. She also serves on the Executive Committee for the Junior Achievement of Northern California Board of Directors.

“We are delighted to have Tani join us as our new Chief Financial Officer,” said Russell A. Colombo, President and Chief Executive Officer. “The CFO role is a highly strategic position and her talent and experience will be of great value, particularly as we expand into the East Bay with our recent announcement of the agreement to acquire NorCal Community Bancorp. Tani has a strong track record of success in business and driving positive change in the community, and she will be a wonderful asset to our team.”

Girton earned her MBA from San Francisco State University, and graduated from Lewis and Clark College with a Bachelor of Arts degree in international affairs. She has also completed graduate work at the Monterey Institute of International Studies.

Girton and her family currently reside in Larkspur, CA.

About Bank of Marin Bancorp

Bank of Marin, as the sole subsidiary of Bank of Marin Bancorp (NASDAQ: BMRC), is the premier community and business bank in Marin County with 17 offices in Marin, San Francisco, Napa and Sonoma counties. Bank of Marin offers business and personal banking, private banking and wealth management services, with a strong focus on supporting local businesses in the community. Incorporated in 1989, Bank of Marin has received the highest five star rating from Bauer Financial for more than fourteen years (www.bauerfinancial.com) and has been recognized for several years as one of the "Best Places to Work in the North Bay" by the North Bay Business Journal and one of the “Top Corporate Philanthropists" by the San Francisco Business Times. With assets exceeding $1.4 billion, Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and has been recognized as a Top 200 Community Bank for the past five years by US Banker Magazine.