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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1. Name and Address of Reporting Person * Hutchison Donald P.   2. Issuer Name and Ticker or Trading Symbol MARIN SOFTWARE INC [MRIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MARIN SOFTWARE INCORPORATED, 123 MISSION STREET, 25TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 03/27/2013 (Street) SAN FRANCISCO, CA 94105 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 03/27/2013   C   134,049 (1) A (1) 234,230 I Held by the Hutchison Family Trust (2) Common Stock 03/27/2013   C   13,550 (1) A (1) 247,780 I Held by the Hutchison Family Trust (2) Common Stock 03/27/2013   C   6,307 (1) A (1) 254,087 I Held by the Hutchison Family Trust (2) Common Stock 03/27/2013   C   5,000 (1) A (1) 259,087 I Held by the Hutchison Family Trust (2) Common Stock 03/27/2013   C   44,683 (1) A (1) 44,683 I Held by Glasgow Investments, LLC (3) Common Stock 03/27/2013   C   4,517 (1) A (1) 49,200 I Held by Glasgow Investments, LLC (3)

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
Series A Preferred Stock	(1)	03/27/2013		C			134,049	(1)	(4)	Common Stock	134,049	$ 0	0	I	Held by the Hutchison Family Trust (2)
Series D Preferred Stock	(1)	03/27/2013		C			13,550	(1)	(4)	Common Stock	13,550	$ 0	0	I	Held by the Hutchison Family Trust (2)
Series E Preferred Stock	(1)	03/27/2013		C			6,307	(1)	(4)	Common Stock	6,307	$ 0	0	I	Held by the Hutchison Family Trust (2)
Series F Preferred Stock	(1)	03/27/2013		C			5,000	(1)	(4)	Common Stock	5,000	$ 0	0	I	Held by the Hutchison Family Trust (2)
Series A Preferred Stock	(1)	03/27/2013		C			44,683	(1)	(4)	Common Stock	44,683	$ 0	0	I	Held by Glasgow Investments, LLC (3)
Series D Preferred Stock	(1)	03/27/2013		C			4,517	(1)	(4)	Common Stock	4,517	$ 0	0	I	Held by Glasgow Investments, LLC (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hutchison Donald P. C/O MARIN SOFTWARE INCORPORATED 123 MISSION STREET, 25TH FLOOR SAN FRANCISCO, CA 94105	X

Signatures

/s/ Donald P. Hutchison by Stephen Chen, Attorney-in-Fact		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)	The Reporting Person is the Co-Trustee.
(3)	The Reporting Person is a managing member of Glasgow Investments, LLC and possesses the power to direct the voting and disposition of the shares held by Glasgow Investments, LLC and as such may be deemed to beneficially own the shares held by Glasgow Investments, LLC.
(4)	None.

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