Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kozlowski Damian
  2. Issuer Name and Ticker or Trading Symbol
Bancorp, Inc. [TBBK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
409 SILVERSIDE ROAD, SUITE 105
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2019
(Street)

WILMINGTON, DE 19809
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/11/2019   A   78,763 A $ 0 (1) 462,618 D  
Common Stock 02/11/2019   F(2)   6,194 D $ 8.51 (3) 456,424 D  
Common Stock               12,826 I By 401k plan account

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 8.57 02/11/2019   A   65,104     (4) 02/11/2029 Common Stock 65,104 (4) 65,104 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kozlowski Damian
409 SILVERSIDE ROAD
SUITE 105
WILMINGTON, DE 19809
      CEO and President  

Signatures

 /s/Paul Frenkiel, attorney-in-fact   02/11/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person was granted restricted stock units, each of which represents the right to receive one share of common stock of The Bancorp, Inc. upon vesting. The restricted stock units shall vest in three equal installments over a period of three years with the first installment vesting on the first anniversary of the date of grant.
(2) Shares were sold to pay the taxes due on the vesting of restricted stock units.
(3) The Reporting Person sold a total of 6,194 shares at prices ranging from $8.47 to $8.56 for an average price of $8.51.
(4) The Reporting Person was granted Stock Options, each of which represents the right to buy one share of common stock of the Bancorp, Inc. upon vesting. The stock options shall vest in four equal installments over a period of four years with the first installment vesting on the first anniversary of the date of grant.

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