0001193125-17-079036.txt : 20170313 0001193125-17-079036.hdr.sgml : 20170313 20170310182132 ACCESSION NUMBER: 0001193125-17-079036 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170313 DATE AS OF CHANGE: 20170310 GROUP MEMBERS: JOSEPH A. LIEMANDT 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-87821 FILM NUMBER: 17683407 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: ESW Capital, LLC CENTRAL INDEX KEY: 0001477025 IRS NUMBER: 383784775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 CONGRESS AVENUE STREET 2: SUITE 2650 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-524-6149 MAIL ADDRESS: STREET 1: 401 CONGRESS AVENUE STREET 2: SUITE 2650 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13G 1 d336618dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. N/A)*

 

 

Marin Software Incorporated

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

56804T106

(CUSIP Number)

March 1, 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)

 

* 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 the disclosures provided in a prior cover page.

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).

 

 

 

SCHEDULE 13G

 

CUSIP No.     56804T106      

 

  1   

Names of Reporting Persons

 

ESW Capital, LLC

  2  

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  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

 

3,000,700 (1)

   6   

Shared Voting Power

 

   7   

Sole Dispositive Power

 

3,000,700 (1)

   8   

Shared Dispositive Power

 

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,000,700 (1)

10  

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)   ☐

 

11  

Percent of class represented by amount in row (9)

 

7.6% (2)

12  

Type of Reporting Person (See Instructions)

 

OO

  1   

Names of Reporting Persons

 

Joseph A. Liemandt

  2  

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☒

 

  3  

Sec Use Only

 

  4  

Citizenship or Place of Organization

 

U.S.A.

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

    5    

Sole Voting Power

 

3,000,700 (1)

   6   

Shared Voting Power

 

   7   

Sole Dispositive Power

 

3,000,700 (1)

   8   

Shared Dispositive Power

 

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,000,700 (1)

10  

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

11  

Percent of class represented by amount in row (9)

 

7.6% (2)

12  

Type of Reporting Person (See Instructions)

 

IN/HC

  (1) 3,000,700 shares are held directly by ESW Capital, LLC (“ESW”). Joseph A. Liemandt is the sole voting member of ESW, and may be deemed to have beneficial ownership of the shares held by ESW.
  (2) Based upon 39,250,359 shares of common stock of the issuer as of February 24, 2017, as reported in the Issuer’s Form 10-K filed on March 1, 2017.

Item 1.

 

(a) Name of Issuer:

Marin Software Incorporated

 

(b) Address of Issuer’s Principal Executive Offices:

123 Mission Street, 27th Floor

San Francisco, CA 94105

Item 2.

 

(a) Name of Person Filing:

(1)   ESW Capital, LLC

(2)   Joseph A. Liemandt, who is the sole voting member of ESW

 

(b) Address of Principal Business Office or, if None, Residence:

(1)   ESW Capital, LLC

        401 Congress Avenue, Suite 2650

        Austin, TX 78701

(2)   Joseph A. Liemandt

        401 Congress Avenue, Suite 2650

        Austin, TX 78701

 

(c) Citizenship:

(1)   ESW Capital, LLC is a Delaware limited liability company.

(2)   Joseph A. Liemandt is a U.S. citizen.

 

(d) Title and Class of Securities:

Common Stock, par value $0.001 per share

 

(e) CUSIP No.: 56804T106

Item 3. 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:

 

     (a)        ☐      Broker or dealer registered under Section 15 of the Act;
   (b)    ☐      Bank as defined in Section 3(a)(6) of the Act;
   (c)    ☐      Insurance company as defined in Section 3(a)(19) of the Act;
   (d)    ☐      Investment company registered under Section 8 of the Investment Company Act of 1940;
   (e)    ☐      An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
   (f)    ☐      An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
   (g)    ☐      A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
   (h)    ☐      A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   (i)    ☐      A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
   (j)    ☐      A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
   (k)    ☐      Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:         

 

Item 4. Ownership

 

(a) Amount Beneficially Owned:

3,000,700 shares are held directly by ESW Capital, LLC (“ESW”). Joseph A. Liemandt is the sole voting member of ESW, and may be deemed to have beneficial ownership of the shares held by ESW.

 

(b) Percent of Class:

ESW Capital and Mr. Liemandt may be deemed to be the beneficial owners of 7.6% of the outstanding shares of Common Stock, based upon 39,250,359 shares of common stock of the issuer as of February 24, 2017, as reported in the Issuer’s Form 10-K filed on March 1, 2017.

 

(c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:

 

       See Item 5 on the cover page(s) hereto.

  (ii) Shared power to vote or to direct the vote:

 

     See Item 6 on the cover page(s) hereto.

 

  (iii) Sole power to dispose or to direct the disposition of:

 

     See Item 7 on the cover page(s) hereto.

 

  (iv) Shared power to dispose or to direct the disposition of:

 

     See Item 8 on the cover page(s) hereto.

 

Item 5. 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 five percent of the class of securities, check the following   ☐.

 

Item 6. Ownership of more than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

See item 2(a).

 

Item 8. Identification and classification of members of the group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

 

Date: March 10, 2017     ESW CAPITAL, LLC
    By:  

/s/ Andrew S. Price

    Andrew S. Price
    Chief Financial Officer
   

JOSEPH A. LIEMANDT

   

/s/ Andrew S. Price, As attorney-in-fact

    Andrew S. Price
 EX-24 2 d336618dex24.htm EX-24 EX-24

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Andrew S. Price his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer, member or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Each of the undersigned may execute this power of attorney in separate counterparts, and each counterpart shall be deemed to be an original instrument. This agreement shall be effective as to each of the undersigned as of the date signed by that signatory.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of March, 2017.

 

/s/ Joseph A. Leimandt

Joseph A. Liemandt
 EX-99.1 3 d336618dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: March 10, 2017

 

ESW CAPITAL, LLC
By:  

/s/ Andrew S. Price

Andrew S. Price
Chief Financial Officer
JOSEPH A. LIEMANDT

/s/ Andrew S. Price, As attorney-in-fact

Andrew S. Price