Page 4 of 9 – SEC Filing
| CUSIP No. 56804T205 | SC 13D | Page 4 of 8 |
| ITEM 1. | SECURITY AND ISSUER. |
This Statement on Schedule 13D (this Schedule 13D) relates to shares
of common stock (the Common Stock), par value $0.001 per share of Marin Software Incorporated, a Delaware corporation (the Issuer and such shares of Common Stock, the Shares). The address of the Issuers
principal executive office is 123 Mission Street, 27th Floor, San Francisco, California 94105. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. The Reporting Persons originally
filed a Schedule 13D as required by Rule 13d-1(c). This Schedule 13D is being filed pursuant to Rule 13d-1(f) solely because the Reporting Persons aggregate
beneficial ownership has exceeded 20% of the outstanding shares of the Issuer.
| ITEM 2. | IDENTITY AND BACKGROUND. |
Item 2 (a) (c). This Schedule 13D is being filed by the
following persons:
| (i) | ESW Capital, LLC, a Delaware limited liability company (ESW); and |
| (ii) | Joseph A. Liemandt, a natural person and citizen of the United States (Liemandt). |
ESW and
Liemandt are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
ESW is a
private investment fund that is principally engaged in the business of investing in securities. Mr. Liemandt is the sole voting member of ESW. The business address and principal executive offices of the each of the Reporting Persons are 401
Congress Avenue, Suite 2650, Austin, Texas 78701.
The Shares to which this Schedule 13D relates are owned directly by ESW.
Item 2 (d) (e). During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 2 (f). ESW is a Delaware limited liability company. Liemandt is a United States citizen.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The aggregate cost of 1,204,128 of the Shares
acquired by ESW to date is approximately $15,049,019.50, inclusive of any applicable brokerage commissions.
ESW used its own assets to purchase the
shares.
| ITEM 4. | PURPOSE OF THE TRANSACTION. |
The Reporting Persons acquired the Shares for investment purposes in the
ordinary course of their business of investing in securities for their own accounts or for one or more accounts over which the Reporting Persons have investment or voting power. The Reporting Persons reserve the right to formulate plans and/or
make proposals, and take such actions with respect to their investment in the Issuer, including, subject to applicable law, (i) to hold the Shares as a passive investor or as an active investor (whether or not as a member of a
group with other beneficial owners of Shares or otherwise), (ii) to acquire beneficial ownership of additional shares in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or
part of its holdings, (iv) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of this Schedule 13D, or (v) to change its intention with
respect to any or all of the matters referred to in this Item 4.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
(a) and (b) As of November 6, 2017, ESW beneficially owned
and had sole voting and dispositive power with respect to 1,204,128 Shares, representing approximately 21.31% of the 5,649,701 Shares outstanding on September 5, 2017 as reported in the Issuers Definitive Proxy Statement filed with the
SEC on September 8, 2017, after taking account of the reverse stock split ratio of 7-to-1 approved by the board of the directors of the Issuer on September 27,
as reported in the Issuers Current Report filed with the SEC on October 5, 2017.
