Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 063425102
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13G/A
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Page 2 of 5 Pages
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1.
Names of Reporting Persons.
J.S. Kelly, LLC; Gregory G. Kelly, Managing Member
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2.
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
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3. SEC
Use Only
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4.
Citizenship or Place of Organization:
A Delaware LLC
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Number
of Shares
Beneficially
Owned by
Each Reporting
Person With:
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5.
Sole Voting Power
0
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6.
Shared Voting Power
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7.
Sole Dispositive Power
0
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8.
Shared Dispositive Power
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person 0
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10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11.
Percent of Class Represented by Amount in Row (9) 0%
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12.
Type of Reporting Person: A Delaware LLC.
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CUSIP No. 063425102
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13G/A
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Page 3 of 5 Pages
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ITEM 1.
(a) Name of Issuer: Bank
of Marin Bancorp
(b) Address of Issuer's
Principal Executive Offices: 504 Redwood Boulevard, Suite 100 , Novato, CA 94947
ITEM 2.
(a) Name of Person Filing:
J.S. Kelly, LLC; Gregory G. Kelly, Managing Member
(b) Address of Principal
Business Office, or if None, Residence: 2020 W. El Camino Ave., Suite 120 Sacramento, CA 95833
(c) Citizenship: U.S.A.
(d) Title of Class of
Securities: Common Stock
(e) CUSIP Number: 063425102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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[_]
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Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o).
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially
owned: 0
(b) Percent of class:
0
(c) Number of shares as
to which such person has:
(i) Sole power
to vote or to direct the vote 0
(ii) Shared power
to vote or to direct the vote
(iii) Sole power
to dispose or to direct the disposition of 0
(iv) Shared power
to dispose or to direct the disposition of
INSTRUCTION. For computations regarding securities which represent
a right to acquire an underlying security SEE ss.240.13d3(d)(1).
CUSIP No. 063425102
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13G/A
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Page 4 of 5 Pages
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS
OF A CLASS.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☒.
INSTRUCTION: Dissolution of a group requires
a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT
ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement
to that effect should be included in response to this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company or Control person
has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant
to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished
as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported
on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
CUSIP No. 063425102
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13G/A
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Page 5 of 5 Pages
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ITEM 10. CERTIFICATIONS.
(a) The following certification
shall be included if the statement is filed pursuant to Rule 13d-1(b):
"By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having such purpose or effect."
(b) The following certification
shall be included if the statement is filed pursuant to Rule 13d-1(c):
"By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having such purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 18, 2021
(Date)
/s/ Gregory G. Kelly
(Signature)
Gregory G. Kelly, Managing Member
(Name/Title)
The original statement shall be signed by
each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a
person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power
of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title
of each person who signs the statement shall be typed or printed beneath his signature.