Amended Statement of Ownership (sc 13g/a)
February 17 2015 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Marin Software Incorporated
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
56804T106
(CUSIP Number)
December 31, 2014
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1
of 20 Pages
Exhibit Index Contained on Page 19
CUSIP
NO. 56804T106 |
13 G |
Page
2 of 20 |
1 |
NAME OF REPORTING PERSON Benchmark Capital Partners VI, L.P. (“BCP VI”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
3,198,393 shares, except that Benchmark Capital Management Co. VI, L.L.C. (“BCMC VI”),
the general partner of BCP VI, may be deemed to have sole power to vote these shares, and Alexandre Balkanski
(“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W.
Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley
(“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”),
Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock
(“Spurlock”), the members of BCMC VI, may be deemed to have shared power to vote these
shares.
|
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE
DISPOSITIVE POWER
3,198,393 shares, except that BCMC VI, the general partner of BCP VI, may be deemed to have
sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock,
the members of BCMC VI, may be deemed to have shared power to dispose of these shares.
|
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,198,393 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
9.1% |
12 |
TYPE
OF REPORTING PERSON
|
PN |
CUSIP NO. 56804T106 |
13 G |
Page
3 of 20 |
1 |
NAME OF REPORTING PERSON Benchmark Founders’ Fund VI, L.P. (“BFF VI”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
200,032 shares, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole
power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members
of BCMC VI, may be deemed to have shared power to vote these shares.
|
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE
DISPOSITIVE POWER
200,032 shares, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole
power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the
members of BCMC VI, may be deemed to have shared power to dispose of these shares.
|
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
200,032
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.6% |
12 |
TYPE OF REPORTING PERSON
|
PN |
CUSIP NO. 56804T106 |
13 G |
Page
4 of 20 |
1 |
NAME OF REPORTING PERSON Benchmark Founders’ Fund VI-B, L.P. (“BFF VI-B”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
131,280 shares, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have
sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the
members of BCMC VI, may be deemed to have shared power to vote these shares.
|
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE
DISPOSITIVE POWER
131,280 shares, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole
power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock,
the members of BCMC VI, may be deemed to have shared power to dispose of these shares.
|
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
131,280
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.4% |
12 |
TYPE OF REPORTING PERSON
|
PN |
CUSIP NO. 56804T106 |
13 G |
Page
5 of 20 |
1 |
NAME OF REPORTING PERSON Benchmark Capital Management Co. VI, L.L.C. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by
BFF VI, 131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated
with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these
shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may be
deemed to have shared power to vote these shares.
|
|
6 |
SHARED VOTING POWER
See response to row 5. |
|
7 |
SOLE
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF
VI, 131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with
BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to dispose of these
shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock, the members of BCMC VI, may
be deemed to have shared power to dispose of these shares.
|
|
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE OF REPORTING PERSON
|
OO |
CUSIP NO. 56804T106 |
13 G |
Page
6 of 20 |
1 |
NAME
OF REPORTING PERSON Alexandre Balkanski |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 shares
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned
by BFF VI, 131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated
with BCMC VI. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Balkanski, a member of BCMC VI,
may be deemed to have shared power to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned
by BFF VI, 131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated
with BCMC VI. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Balkanski, a member of BCMC VI,
may be deemed to have shared power to dispose of these shares.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE
OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
7 of 20 |
1 |
NAME OF REPORTING PERSON Matthew R. Cohler |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 shares
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Cohler, a member of BCMC VI, may be deemed to have shared power
to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Cohler, a member of BCMC VI, may be deemed to have shared power
to dispose of these shares.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
8 of 20 |
1 |
NAME OF REPORTING PERSON Bruce W. Dunlevie |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
59,286 shares of which 31,200 are
issuable pursuant to outstanding
options exercisable within 60 days of December 31,
2014.
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492
shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by
BFF VI, 131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for
the benefit of persons associated with BCMC VI. BCMC VI is the general partner of BCP
VI, BFF VI and BFF VI-B, and Dunlevie, a member of BCMC VI, may be deemed to have shared
power to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER 59,286 shares of which 31,200 are
issuable pursuant to outstanding options exercisable within 60 days of December 31, 2014.
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492
shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by
BFF VI, 131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for
the benefit of persons associated with BCMC VI. BCMC VI is the general partner of BCP
VI, BFF VI and BFF VI-B, and Dunlevie, a member of BCMC VI, may be deemed to have shared
power to dispose of these shares.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,933,778
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.2% |
12 |
TYPE OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
9 of 20 |
1 |
NAME OF REPORTING PERSON Peter Fenton |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 shares
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Fenton, a member of BCMC VI, may be deemed to have shared power
to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Fenton, a member of BCMC VI, may be deemed to have shared power
to dispose of these shares.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
10 of 20 |
1 |
NAME OF REPORTING PERSON J. William Gurley |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 shares
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Gurley, a member of BCMC VI, may be deemed to have shared power
to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Gurley, a member of BCMC VI, may be deemed to have shared power
to dispose of these shares.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
11 of 20 |
1 |
NAME OF REPORTING PERSON Kevin R. Harvey |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 shares
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Harvey, a member of BCMC VI, may be deemed to have shared power
to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Harvey, a member of BCMC VI, may be deemed to have shared power
to dispose of these shares.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
12 of 20 |
1 |
NAME
OF REPORTING PERSON Robert C. Kagle |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 shares
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned
by BFF VI, 131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated
with BCMC VI. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Kagle, a member of BCMC VI, may
be deemed to have shared power to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned
by BFF VI, 131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated
with BCMC VI. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Kagle, a member of BCMC VI, may
be deemed to have shared power to dispose of these shares.
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE
OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
13 of 20 |
1 |
NAME OF REPORTING PERSON Mitchell H. Lasky |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 shares
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Lasky, a member of BCMC VI, may be deemed to have shared power
to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Lasky, a member of BCMC VI, may be deemed to have shared power
to dispose of these shares.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
14 of 20 |
1 |
NAME OF REPORTING PERSON Steven M. Spurlock |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 shares
|
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
6 |
SHARED
VOTING POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Spurlock, a member of BCMC VI, may be deemed to have shared
power to vote these shares.
|
|
7 |
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
SHARED
DISPOSITIVE POWER
3,874,492 shares, of which 3,198,393 are directly owned by BCP VI, 200,032 are directly owned by BFF VI,
131,280 are directly owned by BFF VI-B and 344,787 are held in nominee form for the benefit of persons associated with BCMC VI.
BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Spurlock, a member of BCMC VI, may be deemed to have shared
power to dispose of these shares.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,874,492
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.1% |
12 |
TYPE OF REPORTING PERSON
|
IN |
CUSIP NO. 56804T106 |
13 G |
Page
15 of 20 |
This Amendment No. 1 amends and restates in
its entirety the Schedule 13G previously filed by Benchmark Capital Partners VI, L.P., a Delaware limited partnership (“BCP
VI”), Benchmark Founders’ Fund VI, L.P., a Delaware limited partnership (“BFF VI”), Benchmark Founders’
Fund VI-B, L.P., a Delaware limited partnership (“BFF VI-B”), Benchmark Capital Management Co. VI, L.L.C., a Delaware
limited liability company (“BCMC VI”), and Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”),
Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Mitchell
H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”) (together will all prior and current amendments
thereto, this “Schedule 13G”).
| | Marin Software Incorporated |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| | San Francisco, California 94105 |
| ITEM 2(A). | NAME OF PERSONS FILING This Statement is filed by BCP VI, BFF VI, BFF VI-B,
BCMC VI, Alexandre Balkanski (“Balkanski”), Cohler, Dunlevie, Fenton, Gurley, Harvey, Robert C. Kagle
(“Kagle”), Lasky and Spurlock.
The foregoing entities
and individuals
are collectively referred to as
the “Reporting Persons.” |
| | BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote and sole power to
dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B. Balkanski, Cohler, Dunlevie, Fenton, Gurley,
Harvey, Kagle, Lasky and Spurlock are members of BCMC VI and may be
deemed to have shared power to vote and shared power to dispose of
shares of the issuer directly owned by BCP VI, BFF VI and BFF
VI-B. |
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person
is:
Benchmark Capital
2965 Woodside Road
Woodside, California 94062
| | BCP VI, BFF VI and BFF VI-B are Delaware limited partnerships. BCMC VI is a Delaware limited liability company.
Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are United States Citizens. |
ITEM 2(D) and (E). TITLE OF
CLASS OF SECURITIES AND CUSIP NUMBER
| ITEM 4. | OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. |
CUSIP NO. 56804T106 |
13 G |
Page
16 of 20 |
The following information with respect
to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2014 (based
on 34,972,220 shares of Common Stock of the issuer outstanding as of October 31, 2014 as reported by the issuer on Form 10-Q for
the period ended September 30, 2014 and filed with the Securities and Exchange Commission on November 7, 2014).
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class:
See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each
Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each
Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON |
| | Under certain circumstances set forth in the limited partnership agreements of BCP VI, BFF VI and BFF VI-B, and the limited
liability company agreement of BCMC VI, the general and limited partners or members, as the case may be, of each of such entities
may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each
such entity of which they are a partner or member, as the case may be. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
CUSIP NO. 56804T106 |
13 G |
Page
17 of 20 |
Not applicable.
CUSIP NO. 56804T106 |
13 G |
Page
18 of 20 |
SIGNATURES
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.
Date: February 9, 2015
|
BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership |
|
|
|
BENCHMARK FOUNDERS’ FUND VI, L.P., a Delaware Limited Partnership |
|
|
|
BENCHMARK FOUNDERS’ FUND VI-B, L.P., a Delaware Limited Partnership |
|
|
|
BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company |
|
|
|
|
By: |
/s/ Steven M. Spurlock |
|
|
Steven M. Spurlock |
|
|
Managing Member |
|
|
|
|
ALEXANDRE BALKANSKI |
|
MATTHEW R. COHLER |
|
BRUCE W. DUNLEVIE |
|
PETER FENTON |
|
J. WILLIAM GURLEY |
|
KEVIN R. HARVEY |
|
ROBERT C. KAGLE |
|
MITCHELL H. LASKY |
|
STEVEN M. SPURLOCK |
|
|
|
|
By: |
/s/ Steven M. Spurlock |
|
|
Steven M. Spurlock |
|
|
Attorney-in-Fact* |
*Signed pursuant to a Power of Attorney already on file with
the appropriate agencies.
CUSIP NO. 56804T106 |
13 G |
Page
19 of 20 |
EXHIBIT INDEX
|
|
Found on
Sequentially |
Exhibit |
|
Numbered Page |
|
|
|
Exhibit A: Agreement of Joint Filing |
|
18 |
CUSIP NO. 56804T106 |
13 G |
Page
20 of 20 |
exhibit A
Agreement of Joint
Filing
The Reporting Persons
agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Marin Software Incorporated shall be
filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on
file with the appropriate agencies.
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