0001144204-15-009241.txt : 20150218 0001144204-15-009241.hdr.sgml : 20150216 20150213183200 ACCESSION NUMBER: 0001144204-15-009241 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: ALEXANDRE BALKANSKI GROUP MEMBERS: BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND VI B, L.P. GROUP MEMBERS: BENCHMARK FOUNDERS' FUND VI, L.P. GROUP MEMBERS: BRUCE W. DUNLEVIE GROUP MEMBERS: J. WILLIAM GURLEY GROUP MEMBERS: KEVIN R. HARVEY GROUP MEMBERS: MATTHEW R. COHLER GROUP MEMBERS: MITCHELL H. LASKY GROUP MEMBERS: PETER FENTON GROUP MEMBERS: ROBERT C. KAGLE GROUP MEMBERS: STEVEN M. SPURLOCK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARIN SOFTWARE INC CENTRAL INDEX KEY: 0001389002 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 204647180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87821 FILM NUMBER: 15617001 BUSINESS ADDRESS: STREET 1: 123 MISSION ST STREET 2: 25TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-399-2580 MAIL ADDRESS: STREET 1: 123 MISSION ST STREET 2: 25TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENCHMARK CAPITAL PARTNERS VI LP CENTRAL INDEX KEY: 0001426303 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 v400962_sc13ga.htm SCHEDULE 13G/A

 

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:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 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 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”).

 

ITEM 1(A).NAME OF ISSUER

 

Marin Software Incorporated

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

123 Mission Street
25th Floor
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

 

ITEM 2(C).CITIZENSHIP

 

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

 

Common Stock
CUSIP # 56804T106

 

ITEM 3.Not Applicable.

 

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

 

Not applicable.

 

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

 

ITEM 10.CERTIFICATION

 

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.