0001140361-13-013640.txt : 20130321 0001140361-13-013640.hdr.sgml : 20130321 20130321200131 ACCESSION NUMBER: 0001140361-13-013640 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130321 FILED AS OF DATE: 20130321 DATE AS OF CHANGE: 20130321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAGLE ROBERT CENTRAL INDEX KEY: 0001183234 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 13708871 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GURLEY J WILLIAM CENTRAL INDEX KEY: 0001190191 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 13708872 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALKANSKI ALEXANDRE CENTRAL INDEX KEY: 0001190192 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 13708870 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARVEY KEVIN CENTRAL INDEX KEY: 0001190213 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 13708873 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK CAPITAL PARTNERS VI LP CENTRAL INDEX KEY: 0001426303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 13708876 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK FOUNDERS FUND VI LP CENTRAL INDEX KEY: 0001432812 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 13708875 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Management Co. VI, L.L.C. CENTRAL INDEX KEY: 0001572569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 13708877 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders Fund VI-B, L.P. CENTRAL INDEX KEY: 0001572570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 13708874 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 doc1.xml FORM 3 X0206 3 2013-03-21 0 0001389002 MARIN SOFTWARE INC MRIN 0001572569 Benchmark Capital Management Co. VI, L.L.C. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001426303 BENCHMARK CAPITAL PARTNERS VI LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001432812 BENCHMARK FOUNDERS FUND VI LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001572570 Benchmark Founders Fund VI-B, L.P. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190213 HARVEY KEVIN 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190191 GURLEY J WILLIAM 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001183234 KAGLE ROBERT 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190192 BALKANSKI ALEXANDRE 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Series B Preferred Stock 0 Common Stock 2267533 I See footnote Series C Preferred Stock 0 Common Stock 718984 I See footnote Series D Preferred Stock 0 Common Stock 361331 I See footnote Series E Preferred Stock 0 Common Stock 182946 I See footnote Series F Preferred Stock 0 Common Stock 121989 I See footnote Series F-1 Preferred Stock 0 Common Stock 221709 I See footnote Each share of Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date. Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. VI, L.L.C., the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over the reported shares of the Issuer's stock held by such funds. Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. VI, L.L.C., which serves as general partner to Benchmark Capital Partners VI, L.P., Benchmark Founders' Fund VI, L.P. and Benchmark Founders' Fund VI-B, L.P., and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such person or entity. *This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable members.* /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C. 2013-03-21 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Capital Partners VI, L.P. 2013-03-21 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund VI, L.P. 2013-03-21 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund VI-B, L.P. 2013-03-21 s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2013-03-21 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2013-03-21 /s/ Steven M. Spurlock, by power of attorney for Robert Kagle 2013-03-21 /s/ Steven M. Spurlock, by power of attorney for Kevin Harvey 2013-03-21 EX-24 2 poa1.htm POWER OF ATTORNEY AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VI, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies"). Each Reporting Person hereby further authorizes and designates Steven M. Spurlock (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted. The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act. March 21, 2013 BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company By: /s/ Steven M. Spurlock Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK FOUNDERS' FUND VI, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK FOUNDERS' FUND VI-B, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock Steven M. Spurlock, Managing Member March 21, 2013 By: /s/ Alexandre Balkanski Alexandre Balkanski March 21, 2013 By: /s/ Bruce W. Dunlevie Bruce W. Dunlevie March 21, 2013 By: /s/ J. William Gurley J. William Gurley March 21, 2013 By: /s/ Kevin R. Harvey Kevin R. Harvey March 21, 2013 By: /s/ Robert C. Kagle Robert C. Kagle March 21, 2013 By: /s/ Mitchell H. Lasky Mitchell H. Lasky March 21, 2013 By: /s/ Peter H. Fenton Peter H. Fenton March 21, 2013 By: /s/ Matthew R. Cohler Matthew R. Cohler GDSVF&H\1651259.1 GDSVF&H\1651259.1 GDSVF&H\1651259.1