Amended Statement of Ownership (sc 13g/a)
February 12 2018 - 12:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
Information to be Included in Statements Filed Pursuant to §
240.13d-1(b),
(c)
and (d) and Amendments Thereto Filed Pursuant to §
240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Marin
Software Incorporated
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
56804T205
(CUSIP Number)
December 31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 56804T205
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Page
2
of 9
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1
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NAMES OF
REPORTING PERSONS
Temasek Holdings (Private) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC
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CUSIP No. 56804T205
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Page
3
of 9
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1
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NAMES OF
REPORTING PERSONS
Temasek Capital (Private) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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5
|
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC
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CUSIP No. 56804T205
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Page
4
of 9
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1
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NAMES OF
REPORTING PERSONS
Seletar Investments Pte Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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5
|
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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|
|
|
|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC
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CUSIP No. 56804T205
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Page
5
of 9
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1
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NAMES OF
REPORTING PERSONS
Dunearn Investments (Mauritius) Pte Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Mauritius
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC
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CUSIP No. 56804T205
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Page
6
of 9
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1
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NAMES OF
REPORTING PERSONS
Sennett Investments (Mauritius) Pte Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Mauritius
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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|
7
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|
SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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CUSIP No. 56804T205
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Page
7
of 9
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Item 1(a).
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Name of Issuer:
Marin Software Incorporated
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Item 1(b).
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Address of Issuers
Principal Executive Offices:
123 Mission Street, 27th Floor, San Francisco,
California 94105, USA
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Item 2(a).
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Name of Person
Filing:
(i) Temasek Holdings
(Private) Limited (Temasek Holdings).
(ii) Temasek Capital (Private) Limited (Temasek Capital), a wholly-owned subsidiary of
Temasek Holdings.
(iii) Seletar Investments Pte Ltd (Seletar), a wholly-owned subsidiary of Temasek
Capital.
(iv) Dunearn Investments
(Mauritius) Pte Ltd (Dunearn), a wholly-owned subsidiary of Seletar.
(v) Sennett Investments (Mauritius) Pte Ltd (Sennett and, together with Temasek
Holdings, Temasek Capital, Seletar and Dunearn, the Reporting Persons), a wholly-owned subsidiary of Dunearn.
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Item 2(b).
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Address of Principal
Business Office or, if none, Residence:
(i) 60B Orchard Road
#06-18
Tower 2, The Atrium@Orchard
Singapore 238891
(ii) 60B Orchard Road
#06-18
Tower 2, The Atrium@Orchard
Singapore 238891
(iii) 60B Orchard Road
#06-18
Tower 2, The Atrium@Orchard
Singapore 238891
(iv) c/o SGG Corporate Services (Mauritius) Ltd
33 Edith Cavell Street,
Port Louis, Republic of Mauritius 11324
(v) c/o SGG Corporate Services (Mauritius) Ltd
33 Edith Cavell Street,
Port Louis, Republic of Mauritius 11324
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Item 2(c).
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Citizenship:
(i) Republic of Singapore
(ii) Republic of Singapore
(iii) Republic of Singapore
(iv) Republic of Mauritius
(v) Republic of Mauritius
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Item 2(d).
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Title of Class of
Securities:
Common Stock, par value US$0.001 per share (Common
Stock).
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Item 2(e).
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CUSIP Number:
56804T205
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Item 3.
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If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
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CUSIP No. 56804T205
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Page
8
of 9
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Item 4.
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Ownership.
(a) Amount beneficially owned:
As of December 31, 2017, each of the Reporting Persons ceased
to beneficially own any shares of Common Stock.
(b) Percent of class:
As of December 31, 2017, each of the Reporting Persons ceased to beneficially own any shares of Common Stock.
(c) Number of shares as to
which the person has:
(i) Sole power to
vote or to direct the vote:
0.
(ii) Shared power to vote or
to direct the vote:
0.
(iii) Sole power to dispose or
to direct the disposition of:
0.
(iv) Shared power to dispose or to
direct the disposition of:
0.
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Item 5.
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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 5 percent of the class of securities, check the following: ☒
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Item 6.
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Ownership of More than Five
Percent on Behalf of Another Person.
Not Applicable.
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Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
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Item 8.
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Identification and
Classification of Members of the Group.
Not Applicable.
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Item 9.
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Notice of Dissolution of
Group.
Not Applicable.
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Item 10.
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Certification.
Not Applicable.
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CUSIP No. 56804T205
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Page
9
of 9
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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.
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Dated: February 12, 2018
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TEMASEK HOLDINGS (PRIVATE) LIMITED
(1)
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By:
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/s/ Choo Soo Shen Christina
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Name:
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Choo Soo Shen Christina
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Title:
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Authorized Signatory
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Dated: February 12, 2018
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TEMASEK CAPITAL (PRIVATE) LIMITED
(1)
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By:
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/s/ Cheong Kok Tim
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Name:
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Cheong Kok Tim
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Title:
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Director
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Dated: February 12, 2018
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SELETAR INVESTMENTS PTE LTD
(1)
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By:
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/s/ Tabitha Sum Wei Ching
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Name:
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Tabitha Sum Wei Ching
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Title:
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Director
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Dated: February 12, 2018
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DUNEARN INVESTMENTS (MAURITIUS) PTE LTD
(1)
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By:
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/s/ Rooksana Shahabally
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Name:
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Rooksana Shahabally
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Title :
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Director
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Dated: February 12, 2018
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SENNETT INVESTMENTS (MAURITIUS) PTE LTD
(1)
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By:
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/s/ Rooksana Shahabally
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Name:
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Rooksana Shahabally
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Title:
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Director
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(1)
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This amendment is being filed jointly by Temasek Holdings (Private) Limited, Temasek Capital (Private) Limited, Seletar Investments Pte Ltd, Dunearn
Investments (Mauritius) Pte Ltd and Sennett Investments (Mauritius) Pte Ltd pursuant to the Joint Filing Agreement dated February 10, 2014 filed as an exhibit to the statement on Schedule 13G filed by Temasek Holdings (Private) Limited, Temasek
Capital (Private) Limited, Seletar Investments Pte Ltd, Dunearn Investments (Mauritius) Pte Ltd and Sennett Investments (Mauritius) Pte Ltd with respect to the issuer on February 11, 2014.
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