SEC Form 4 · accession 0001140361-18-018084
MARIN SOFTWARE INC · MRIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley Kinnish
Officer — VP Finance, CFO
Period of report
Mar 7, 2018
Accepted (ET)
Apr 10, 2018 · 6:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001389002
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Apr 7, 2018 | M | 3,572 | $0.00 | A | 3,890 | D | |
| Common Stock | Apr 7, 2018 | F | 1,564 | $6.50 | D | 2,326 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $7.40 | Mar 7, 2018 | A | 71,000 | A | — | Mar 6, 2028 | Common Stock | 71,000 | 71,000 | D |
| Restricted Stock UnitsF5,F6 | $0.00 | Apr 7, 2018 | M | 3,572 | D | — | — | Common Stock | 3,572 | 96,428 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on April 7, 2017.
- F2Includes 318 shares acquired under the issuer's employee stock purchase plan (the "ESPP") on November 14, 2017.
- F3Exempt 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.
- F425% of the shares subject to the grant vest and become exercisable on January 8, 2019, then 2.0833% of the shares subject to the grant vest and become exercisable each month thereafter, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.
- F5Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F625% of the RSUs vest annually on the anniversary of the grant date, 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.