SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DAG Ventures Management IV, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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)

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

4. If Amendment, Date of 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

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		206,164⁽¹⁾	A	⁽¹⁾	206,164	I	Held by DAG Ventures IV, L.P.⁽²⁾
Common Stock	03/27/2013		C		69,072⁽¹⁾	A	⁽¹⁾	275,236	I	Held by DAG Ventures IV, L.P.⁽²⁾
Common Stock	03/27/2013		C		16,918⁽¹⁾	A	⁽¹⁾	292,154	I	Held by DAG Ventures IV, L.P.⁽²⁾
Common Stock	03/27/2013		C		19,433⁽¹⁾	A	⁽¹⁾	311,587	I	Held by DAG Ventures IV, L.P.⁽²⁾
Common Stock	03/27/2013		C		17,371	A	⁽¹⁾	328,958	I	Held by DAG Ventures IV, L.P.⁽²⁾
Common Stock	03/27/2013		C		359,492⁽¹⁾	A	⁽¹⁾	359,492	I	Held by DAG Ventures IV-A, LLC⁽²⁾
Common Stock	03/27/2013		C		1,950,791⁽¹⁾	A	⁽¹⁾	1,950,791	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾
Common Stock	03/27/2013		C		653,588⁽¹⁾	A	⁽¹⁾	2,604,379	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾
Common Stock	03/27/2013		C		160,086⁽¹⁾	A	⁽¹⁾	2,764,465	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾
Common Stock	03/27/2013		C		183,882⁽¹⁾	A	⁽¹⁾	2,948,347	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾
Common Stock	03/27/2013		C		164,372⁽¹⁾	A	⁽¹⁾	3,112,719	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	03/27/2013		C			206,164	⁽¹⁾	⁽³⁾	Common Stock	206,164	$0	0	I	Held by DAG Ventures IV, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	03/27/2013		C			69,072	⁽¹⁾	⁽³⁾	Common Stock	69,072	$0	0	I	Held by DAG Ventures IV, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	03/27/2013		C			16,918	⁽¹⁾	⁽³⁾	Common Stock	16,918	$0	0	I	Held by DAG Ventures IV, L.P.⁽²⁾
Series F Preferred Stock	⁽¹⁾	03/27/2013		C			19,433	⁽¹⁾	⁽³⁾	Common Stock	19,433	$0	0	I	Held by DAG Ventures IV, L.P.⁽²⁾
Series F-1 Preferred Stock	⁽¹⁾	03/27/2013		C			17,371	⁽¹⁾	⁽³⁾	Common Stock	17,371	$0	0	I	Held by DAG Ventures IV, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	03/27/2013		C			359,492	⁽¹⁾	⁽³⁾	Common Stock	359,492	$0	0	I	Held by DAG Ventures IV-A, LLC⁽²⁾
Series C Preferred Stock	⁽¹⁾	03/27/2013		C			1,950,791	⁽¹⁾	⁽³⁾	Common Stock	1,950,791	$0	0	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	03/27/2013		C			653,588	⁽¹⁾	⁽³⁾	Common Stock	653,588	$0	0	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	03/27/2013		C			160,086	⁽¹⁾	⁽³⁾	Common Stock	160,086	$0	0	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾
Series F Preferred Stock	⁽¹⁾	03/27/2013		C			183,882	⁽¹⁾	⁽³⁾	Common Stock	183,882	$0	0	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾
Series F-1 Preferred Stock	⁽¹⁾	03/27/2013		C			164,372	⁽¹⁾	⁽³⁾	Common Stock	164,372	$0	0	I	Held by DAG Ventures IV-QP, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

DAG Ventures Management IV, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAG Ventures IV, L.P.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAG Ventures IV-QP, L.P.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAG Ventures IV-A, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cadeddu John J.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Chung Young J.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goodrich R. Thomas

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Pianim Nicholas K.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Williams Greg

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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. DAG Ventures Management IV, LLC ("DAG IV LLC") serves as the General Partner of DAG Ventures IV, L.P. ("DAG IV") and DAG Ventures IV-QP, L.P. ("DAG IV-QP"), and serves as the Manager of DAG Ventures IV-A, LLC ("DAG IV-A"), and possesses power to direct the voting and disposition of the securities held by such entities. DAG IV LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. John J. Cadeddu, R. Thomas Goodrich, Young J. Chung, Nicholas K. Pianim and Greg Williams are Managing Directors of DAG IV LLC. As such, each of such individuals possesses power to direct the voting and disposition of the shares held of record by DAG IV, DAG IV-A and DAG IV-QP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities.

3. None.

Remarks:

	/s/ R. Thomas Goodrich as Managing Director of DAG Ventures Management IV, LLC, the General Partner of DAG Ventures IV, L.P.	03/27/2013
	/s/ R. Thomas Goodrich as Managing Director of DAG Ventures Management IV, LLC, the General Partner of DAG Ventures IV-QP, L.P.	03/27/2013
	/s/ R. Thomas Goodrich as Managing Director of DAG Ventures Management IV, LLC, the Manager of DAG Ventures IV-A, LLC	03/27/2013
	/s/ R. Thomas Goodrich, by power of attorney for John J. Cadeddu	03/27/2013
	/s/ R. Thomas Goodrich, by power of attorney for Young J. Chung	03/27/2013
	/s/ R. Thomas Goodrich, by power of attorney for Nicholas K. Pianim	03/27/2013
	/s/ R. Thomas Goodrich, by power of attorney for Greg Williams	03/27/2013
	/s/ R. Thomas Goodrich as Managing Director of DAG Ventures Management IV, LLC	03/27/2013
	/s/ R. Thomas Goodrich	03/27/2013
	** Signature of Reporting Person	Date
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