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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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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