0001140361-17-011223.txt : 20170309 0001140361-17-011223.hdr.sgml : 20170309 20170309164859 ACCESSION NUMBER: 0001140361-17-011223 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170307 FILED AS OF DATE: 20170309 DATE AS OF CHANGE: 20170309 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: Fallon Catriona M. CENTRAL INDEX KEY: 0001649289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35838 FILM NUMBER: 17679064 MAIL ADDRESS: STREET 1: C/O MARIN SOFTWARE INCORPORATED STREET 2: 123 MISSION STREET, 25TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 4 1 doc1.xml FORM 4 X0306 4 2017-03-07 0 0001389002 MARIN SOFTWARE INC MRIN 0001649289 Fallon Catriona M. C/O MARIN SOFTWARE INCORPORATED 123 MISSION STREET, 27TH FLOOR SAN FRANCISCO CA 94105 0 1 0 0 Chief Financial Officer Common Stock 2017-03-07 4 M 0 6375 0 A 6375 D Common Stock 2017-03-07 4 F 0 2791 1.6 D 3584 D Restricted Stock Units 0 2017-03-07 4 M 0 6375 0 D Common Stock 6375 19125 D Vesting of restricted stock units ("RSUs") granted to the Reporting Person on March 7, 2016. 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 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest over 4 years in equal annual installments beginning on March 7, 2017, until such time as the RSUs are 100% vested, 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 vesting. /s/ Catriona M. Fallon by Jonathan M. DeGooyer, Attorney-in-Fact 2017-03-09 EX-24 2 cmfallonpoa.htm

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jonathan M. DeGooyer, Katherine Duncan, Nanette Agustines and Winston Macaraeg and each of them, as his or her true and lawful attorney-in-fact to:

(1)          execute for and on behalf of the undersigned, in the undersigned's capacity as a representative of Marin Software Incorporated (the "Company"), any and all Form ID, or Form 3, 4 or 5 reports and any amendments thereto required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder with respect to transactions in the Company's securities;
(2)          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or Form 3, 4 or 5 report and any amendments thereto and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
(3)          take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney‑in-fact may approve in his or her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that no such attorney‑in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys‑in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of March, 2017.


/s/Catriona M. Fallon          
Catriona M. Fallon