Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Rayno Peter
 2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2015		 3. Issuer Name and Ticker or Trading Symbol
ENTERPRISE BANCORP INC /MA/ [EBTC]
(Last)
(First)
(Middle)
C/O ENTERPRISE BANCORP, INC., 222 MERRIMACK STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP - Principal Subsidiary
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOWELL, MA 01852		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,414.9288
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 03/16/2016 Common Stock 1,000 $ 8.75 D  
Stock Option (Right to Buy)   (2) 03/15/2017 Common Stock 1,000 $ 12.51 D  
Stock Option (Right to Buy)   (3) 03/14/2018 Common Stock 750 $ 14.85 D  
Stock Option (Right to Buy)   (4) 03/19/2019 Common Stock 850 $ 16.25 D  
Stock Option (Right to Buy)   (5) 03/18/2023 Common Stock 900 $ 16.43 D  
Stock Option (Right to Buy)   (6) 03/17/2024 Common Stock 852 $ 20.29 D  
Stock Option (Right to Buy)   (7) 03/16/2025 Common Stock 485 $ 21.03 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rayno Peter
C/O ENTERPRISE BANCORP, INC.
222 MERRIMACK STREET
LOWELL, MA 01852		       EVP - Principal Subsidiary  

Signatures

/s/ John P. Clancy, Jr. as attorney-in-fact for Peter Rayno 03/30/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options vest at 25% per year on the anniversary of the grant date with the first installment vesting on 3/17/10. Options are fully vested.
(2) Options vest at 25% per year on the anniversary of the grant date with the first installment vesting on 3/16/11. Options are fully vested.
(3) Options vest at 25% per year on the anniversary of the grant date with the first installment vesting on 3/15/12. Options are fully vested.
(4) Options vest at 25% per year on the anniversary of the grant date with the first installment vesting on 3/20/13. Options will be fully vested on 3/20/16.
(5) Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vests on March 19, 2015.
(6) Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vests on March 18, 2016.
(7) Options vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vests on March 17, 2017.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.