Edgar Filing: KAGLE ROBERT

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 ^*

Benchmark Capital Management Co. VI, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
MARIN SOFTWARE INC [MRIN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200,

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2013

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/27/2013		C		2,267,533 ⁽¹⁾	A	⁽¹⁾	2,267,533	I	See footnote ⁽²⁾
Common Stock	03/27/2013		C		718,984 ⁽¹⁾	A	⁽¹⁾	2,986,517	I	See footnote ⁽²⁾
Common Stock	03/27/2013		C		361,331 ⁽¹⁾	A	⁽¹⁾	3,347,848	I	See footnote ⁽²⁾
Common Stock	03/27/2013		C		182,946 ⁽¹⁾	A	⁽¹⁾	3,530,794	I	See footnote ⁽²⁾
Common Stock	03/27/2013		C		121,989 ⁽¹⁾	A	⁽¹⁾	3,652,783	I	See footnote ⁽²⁾
Common Stock	03/27/2013		C		221,709 ⁽¹⁾	A	⁽¹⁾	3,874,492	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Preferred Stock

⁽¹⁾

03/27/2013

2,267,533

⁽¹⁾

⁽³⁾

Common Stock

2,267,533

$ 0

See footnote ⁽²⁾

Series C Preferred Stock

⁽¹⁾

03/27/2013

718,984

⁽¹⁾

⁽³⁾

Common Stock

718,984

$ 0

See footnote ⁽²⁾

Series D Preferred Stock

⁽¹⁾

03/27/2013

361,331

⁽¹⁾

⁽³⁾

Common Stock

361,331

$ 0

See footnote ⁽²⁾

Series E Preferred Stock

⁽¹⁾

03/27/2013

182,946

⁽¹⁾

⁽³⁾

Common Stock

182,946

$ 0

See footnote ⁽²⁾

Series F Preferred Stock

⁽¹⁾

03/27/2013

121,989

⁽¹⁾

⁽³⁾

Common Stock

121,989

$ 0

See footnote ⁽²⁾

Series F-1 Preferred Stock

⁽¹⁾

03/27/2013

221,709

⁽¹⁾

⁽³⁾

Common Stock

221,709

$ 0

See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Benchmark Capital Management Co. VI, L.L.C. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK CAPITAL PARTNERS VI LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK FOUNDERS FUND VI LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
Benchmark Founders Fund VI-B, L.P. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
HARVEY KEVIN 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
GURLEY J WILLIAM 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
KAGLE ROBERT 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
BALKANSKI ALEXANDRE 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X

Signatures

/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C.		03/27/2013
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Capital Partners VI, L.P.		03/27/2013
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund VI, L.P.		03/27/2013
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund VI-B, L.P.		03/27/2013
^**Signature of Reporting Person		Date
s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski		03/27/2013
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for J. William Gurley		03/27/2013
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Robert Kagle		03/27/2013
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Kevin Harvey		03/27/2013
^**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)	In connection with the closing of the Issuer's initial public offering of Common Stock on March 27, 2013, each share of Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock for no additional consideration. All shares of Common Stock issued upon conversion were aggregated.
(2)	Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. VI, L.L.C., the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over the reported shares of the Issuer's stock held by such funds.
(3)	None.
Remarks: Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. VI, L.L.C., which serves as general partner to Benchmark Capital Partners VI, L.P., Benchmark Founders' Fund VI, L.P. and Benchmark Founders' Fund VI-B, L.P., and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such person or entity. This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable members.

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