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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Covey Susan
 2. Date of Event Requiring Statement (Month/Day/Year)
03/21/2016		 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 4,721.9767
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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
Option (Right to Buy)   (1) 03/17/2024 Common Stock 727 $ 20.29 D  
Option (Right to Buy)   (2) 03/16/2025 Common Stock 807 $ 21.03 D  
Option (Right to Buy)   (3) 03/15/2017 Common Stock 400 $ 12.51 D  
Option (Right to Buy)   (4) 03/14/2018 Common Stock 650 $ 14.85 D  
Option (Right to Buy)   (5) 03/19/2019 Common Stock 850 $ 16.25 D  
Option (Right to Buy)   (6) 03/18/2023 Common Stock 450 $ 16.43 D  
Option (Right to Buy)   (7) 03/14/2026 Common Stock 522 $ 21.86 D  

Reporting Owners

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

Signatures

/s/ John P. Clancy, Jr., attorney-in-fact for Susan Covey 03/30/2016
**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 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The first installment vested on March 18, 2016.
(2) 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.
(3) Options vested at 25% per year on the anniversary date of the grant with the first installment vesting on March 16, 2011. Options are fully vested.
(4) Options vested at 25% per year on the anniversary date of the grant with the first installment vesting on March 15, 2012. Options are fully vested.
(5) Options vested at 25% per year on the anniversary date of the grant with the first installment vesting on March 20, 2013. Options are fully vested.
(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 vested on March 19, 2015.
(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 15, 2018.

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