Statement of Changes in Beneficial Ownership (4)
June 15 2023 - 6:25PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Lien Christopher A. |
2. Issuer Name and Ticker or Trading Symbol
MARIN SOFTWARE INC
[
MRIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
C/O MARIN SOFTWARE INCORPORATED, 149 NEW MONTGOMERY STREET, 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/13/2023 |
(Street)
SAN FRANCISCO, CA 94105 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/13/2023 | | M | | 40000 | A | $0.00 | 40000 | D | |
Common Stock | 6/13/2023 | | F | | 16313 (1) | D | $0.7201 | 23687 | D | |
Common Stock | | | | | | | | 219569 | I | Held by Christopher A. Lien and Rebecca S. Lien, Co-Trustees the Lien Revocable Trust dated 7/8/2003 (2) |
Common Stock | | | | | | | | 19285 | I | Held by the Christopher A. Lien 2013 Annuity Trust dated 2/4/13 (3) |
Common Stock | | | | | | | | 19285 | I | Held by the Rebecca S. Lien 2013 Annuity Trust dated 2/4/13 (4) |
Common Stock | | | | | | | | 120 | I | Held by Rebecca Lien (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Restricted Stock Unit | (6) | 6/13/2023 | | M | | | 40000 | (7) | (8) | Common Stock | 40000 | $0.00 | 40000 | D | |
Explanation of Responses: |
(1) | Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units ("RSUs"). The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes. |
(2) | The Reporting Person serves as a co-trustee of the trust. |
(3) | The Reporting Person serves as the trustee of the trust. |
(4) | The Reporting Person's spouse serves as the trustee. |
(5) | The shares are held by the Reporting Person's spouse. |
(6) | Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement. |
(7) | 50% of the RSUs vest on each of June 13, 2023 and June 13, 2024, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon settlement. |
(8) | RSUs do not expire; they either vest or are canceled prior to the vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lien Christopher A. C/O MARIN SOFTWARE INCORPORATED 149 NEW MONTGOMERY STREET, 4TH FLOOR SAN FRANCISCO, CA 94105 | X |
| CEO |
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Signatures
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/s/ Christopher A. Lien by Robert Bertz, Attorney-in-Fact | | 6/15/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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