Edgar Filing: Chung Young J.

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DAG Ventures Management IV, LLC

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)

251 LYTTON AVENUE, SUITE 200

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

(Street)

PALO ALTO, CA 94301

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		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⁾

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 C Preferred Stock

⁽¹⁾

03/27/2013

206,164

⁽¹⁾

⁽³⁾

Common Stock

206,164

$ 0

Held by DAG Ventures IV, L.P. ⁽²⁾

Series D Preferred Stock

⁽¹⁾

03/27/2013

69,072

⁽¹⁾

⁽³⁾

Common Stock

69,072

$ 0

Held by DAG Ventures IV, L.P. ⁽²⁾

Series E Preferred Stock

⁽¹⁾

03/27/2013

16,918

⁽¹⁾

⁽³⁾

Common Stock

16,918

$ 0

Held by DAG Ventures IV, L.P. ⁽²⁾

Series F Preferred Stock

⁽¹⁾

03/27/2013

19,433

⁽¹⁾

⁽³⁾

Common Stock

19,433

$ 0

Held by DAG Ventures IV, L.P. ⁽²⁾

Series F-1 Preferred Stock

⁽¹⁾

03/27/2013

17,371

⁽¹⁾

⁽³⁾

Common Stock

17,371

$ 0

Held by DAG Ventures IV, L.P. ⁽²⁾

Series C Preferred Stock

⁽¹⁾

03/27/2013

359,492

⁽¹⁾

⁽³⁾

Common Stock

359,492

$ 0

Held by DAG Ventures IV-A, LLC ⁽²⁾

Series C Preferred Stock

⁽¹⁾

03/27/2013

1,950,791

⁽¹⁾

⁽³⁾

Common Stock

1,950,791

$ 0

Held by DAG Ventures IV-QP, L.P. ⁽²⁾

Series D Preferred Stock

⁽¹⁾

03/27/2013

653,588

⁽¹⁾

⁽³⁾

Common Stock

653,588

$ 0

Held by DAG Ventures IV-QP, L.P. ⁽²⁾

Series E Preferred Stock

⁽¹⁾

03/27/2013

160,086

⁽¹⁾

⁽³⁾

Common Stock

160,086

$ 0

Held by DAG Ventures IV-QP, L.P. ⁽²⁾

Series F Preferred Stock

⁽¹⁾

03/27/2013

183,882

⁽¹⁾

⁽³⁾

Common Stock

183,882

$ 0

Held by DAG Ventures IV-QP, L.P. ⁽²⁾

Series F-1 Preferred Stock

⁽¹⁾

03/27/2013

164,372

⁽¹⁾

⁽³⁾

Common Stock

164,372

$ 0

Held by DAG Ventures IV-QP, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DAG Ventures Management IV, LLC 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
DAG Ventures IV, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
DAG Ventures IV-QP, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
DAG Ventures IV-A, LLC 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Cadeddu John J. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Chung Young J. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Goodrich R. Thomas 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Pianim Nicholas K. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X
Williams Greg 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA 94301		X

Signatures

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

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