Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hutchison Donald P.
  2. Issuer Name and Ticker or Trading Symbol
MARIN SOFTWARE INC [MRIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MARIN SOFTWARE INCORPORATED, 123 MISSION STREET, 25TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2013
(Street)

SAN FRANCISCO, CA 94105
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/27/2013   C   134,049 (1) A (1) 234,230 I Held by the Hutchison Family Trust (2)
Common Stock 03/27/2013   C   13,550 (1) A (1) 247,780 I Held by the Hutchison Family Trust (2)
Common Stock 03/27/2013   C   6,307 (1) A (1) 254,087 I Held by the Hutchison Family Trust (2)
Common Stock 03/27/2013   C   5,000 (1) A (1) 259,087 I Held by the Hutchison Family Trust (2)
Common Stock 03/27/2013   C   44,683 (1) A (1) 44,683 I Held by Glasgow Investments, LLC (3)
Common Stock 03/27/2013   C   4,517 (1) A (1) 49,200 I Held by Glasgow Investments, LLC (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 03/27/2013   C     134,049   (1)   (4) Common Stock 134,049 $ 0 0 I Held by the Hutchison Family Trust (2)
Series D Preferred Stock (1) 03/27/2013   C     13,550   (1)   (4) Common Stock 13,550 $ 0 0 I Held by the Hutchison Family Trust (2)
Series E Preferred Stock (1) 03/27/2013   C     6,307   (1)   (4) Common Stock 6,307 $ 0 0 I Held by the Hutchison Family Trust (2)
Series F Preferred Stock (1) 03/27/2013   C     5,000   (1)   (4) Common Stock 5,000 $ 0 0 I Held by the Hutchison Family Trust (2)
Series A Preferred Stock (1) 03/27/2013   C     44,683   (1)   (4) Common Stock 44,683 $ 0 0 I Held by Glasgow Investments, LLC (3)
Series D Preferred Stock (1) 03/27/2013   C     4,517   (1)   (4) Common Stock 4,517 $ 0 0 I Held by Glasgow Investments, LLC (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hutchison Donald P.
C/O MARIN SOFTWARE INCORPORATED
123 MISSION STREET, 25TH FLOOR
SAN FRANCISCO, CA 94105
  X      

Signatures

 /s/ Donald P. Hutchison by Stephen Chen, Attorney-in-Fact   03/27/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the closing of the Issuer's initial public offering of Common Stock on March 27, 2013, each share of Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock for no additional consideration. All shares of Common Stock issued upon conversion were aggregated.
(2) The Reporting Person is the Co-Trustee.
(3) The Reporting Person is a managing member of Glasgow Investments, LLC and possesses the power to direct the voting and disposition of the shares held by Glasgow Investments, LLC and as such may be deemed to beneficially own the shares held by Glasgow Investments, LLC.
(4) None.

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