UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Marin Software Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
56804T106
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Potential persons who are to 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.
| 1. | Names of Reporting Persons.
Crosslink Capital, Inc. |
2. Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ______
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 1,357,017
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 1,357,017 |
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,357,017
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented
by Amount in Row (9) 3.7%
12. Type of Reporting Person (See
Instructions) CO, IA
Item 1.
(a) Name of Issuer
Marin Software Incorporated
(b) Address of Issuer's Principal
Executive Offices
123 Mission Street, 27th Floor, San Francisco, CA 94105
Item 2.
| (a) | The names of the persons filing this statement are:
Crosslink Capital, Inc. |
| (b) | The principal business office of the Filers is located at:
Two Embarcadero Center, Suite 2200, San Francisco, CA 94111. |
| (c) | For citizenship of Filers, see Item 4 of the cover sheet for each Filer. |
| (d) | This statement relates to shares of common stock of the Issuer (the "Stock"). |
| (e) | The CUSIP number of the Issuer is: 56804T106 |
Item 3. If this statement is
filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ X] An investment
adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan
or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [ X] A parent holding
company or control person in accordance with 240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings association
as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is
excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A non-U.S. institution
in accordance with §240.13d-1(b)(ii)(J).
(k) [ ] Group, in accordance
with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution _______________________________________________________________.
Item 4. Ownership.
The Stock reported as beneficially owned
by Crosslink on its cover page includes the shares of Stock also beneficially owned by the Crosslink affiliates listed below (the
“Crosslink Affiliates”). Crosslink is filing this Schedule 13G on behalf of itself and the Crosslink Affiliates.
| 1. | Crosslink Ventures VI Holdings, L.L.C. (“Ventures VI Holdings”) |
(a) Amount of stock
beneficially owned: 779,429
(b) Percent of class:
2.1
(c) Number of shares
as to which the person has:
(i) Sole power to vote
or direct the vote: 0
(ii) Shared power to vote
or direct the vote: 779,429
(iii) Sole power to dispose
or direct the disposition of: 0
(iv) Shared power to dispose
or direct the disposition of: 779,429
| 2. | Crossover Fund V Management, L.L.C. (“Fund V Management”) |
(a) Amount of stock
beneficially owned: 508,871
(b) Percent of class:
1.4
(c) Number of shares
as to which the person has:
(i) Sole power to vote
or direct the vote: 0
(ii) Shared power to vote
or direct the vote: 508,871
(iii) Sole power to dispose
or direct the disposition of: 0
(iv) Shared power to dispose
or direct the disposition of: 508,871
3. Crossover
Fund VI Management, L.L.C. (“Fund VI Management”)
(a) Amount of stock
beneficially owned: 68,717
(b) Percent of class:
0.2
(c) Number of shares
as to which the person has:
(i) Sole power to vote
or direct the vote: 0
(ii) Shared power to vote
or direct the vote: 68,717
(iii) Sole power to dispose
or direct the disposition of: 0
(iv) Shared power to dispose
or direct the disposition of: 68,717
4. Michael J. Stark
(a) Amount of stock
beneficially owned: 1,357,017
(b) Percent of class:
3.7
(c) Number of shares
as to which the person has:
(i) Sole power to vote
or direct the vote: 0
(ii) Shared power to vote
or direct the vote: 1,357,017
(iii) Sole power to dispose
or direct the disposition of: 0
(iv) Shared power to dispose
or direct the disposition of: 1,357,017
Item 5. Ownership of Five Percent
or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following [ X ].
Item 6. Ownership of More than
Five Percent on Behalf of Another Person.
Crosslink is the investment adviser to investment funds (the “Funds”),
of which Ventures VI Holdings, Fund V Management or Fund VI Management is the general partner, manager or holder of Class B Units.
Mr. Stark is the control person of Crosslink, Ventures VI Holdings, Fund V Management and Fund VI Management.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification
of Members of the Group.
Crosslink and the Crosslink Affiliates are filing this Schedule
13G jointly, but not as members of a group, and each of them expressly disclaims membership in a group. In addition, each of them
disclaims beneficial ownership of the securities reported on this Schedule 13G except to the extent of that person’s pecuniary
interest therein.
Item 9. Notice of Dissolution
of Group
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2016
Crosslink Capital, Inc.
By: /s/ Mihaly Szigeti, Chief Compliance Officer |
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