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the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
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Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)
On August 26, 2013, Bank of Marin Bancorp (the “Registrant”) registered a total of 434,829 shares of its common stock, no par value (the “Shares”), in connection with its pending acquisition of NorCal Community Bancorp. Upon the closing of the acquisition a total of 402,576 shares of its common stock, no par value, were issued by the Registrant to the former shareholders of NorCal Community Bancorp. The Registrant now desires to deregister 32,253 of the Shares, which is the balance of the Shares not issued in the acquisition.
The
Registrant hereby amends its registration Statement on Form S-4 (No. 333-190811), filed with the Securities and Exchange commission (the “Commission”) on August 26, 2013 (the “Registration Statement”) by deregistering the 32,253 Shares that remain registered but were not issued pursuant to the Registration Statement as of the close of business on the date hereof.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as amended (the “Act”), the Registrant hereby removes the unsold Shares from registration.
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-effective Amendment No. 1 to Registration Statement of Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Novato, state of California, on March 12, 2014.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Members
of Bank of Marin Bancorp's Board of Directors
