UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SOURCEFORGE, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

83616W101

(CUSIP Number)

Suzanne Present
Marlin Sams Fund, L.P.
645 Fifth Avenue
New York, New York 10022
(212) 843-0542

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 4, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 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).

CUSIP No. 83616W101

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: MARLIN SAMS FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 3,000,000 SHARED VOTING POWER -0- SOLE DISPOSITIVE POWER 3,000,000 SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON PN

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: WILLIAM M. SAMS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 5,200,000 SHARED VOTING POWER 3,000,000 SOLE DISPOSITIVE POWER 5,200,000 SHARED DISPOSITIVE POWER 3,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,200,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
14	TYPE OF REPORTING PERSON IN

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: SUZANNE PRESENT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 10,000 SHARED VOTING POWER 3,000,000 SOLE DISPOSITIVE POWER 10,000 SHARED DISPOSITIVE POWER 3,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,010,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON IN

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: MARLIN SAMS GENPAR, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 3,000,000 SHARED VOTING POWER -0- SOLE DISPOSITIVE POWER 3,000,000 SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON OO

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: GLADWYNE MARLIN GENPAR, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER -0- SHARED VOTING POWER 3,000,000 SOLE DISPOSITIVE POWER -0- SHARED DISPOSITIVE POWER 3,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON OO

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: MICHAEL SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER -0- SHARED VOTING POWER 3,000,000 SOLE DISPOSITIVE POWER -0- SHARED DISPOSITIVE POWER 3,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4%
14	TYPE OF REPORTING PERSON IN

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: CANDICE McCURDY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 200,000 SHARED VOTING POWER -0- SOLE DISPOSITIVE POWER 200,000 SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14	TYPE OF REPORTING PERSON IN

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SCHEDULE 13D

This Amendment No. 2 to Schedule 13D is filed by Marlin Sams Fund, L.P. (the “Fund”), William M. Sams (“Sams”), Suzanne Present, Marlin Sams GenPar, LLC (the “General Partner”), Gladwyne Marlin GenPar, LLC (“Gladwyne”), Michael Solomon and Candice McCurdy (together, the “Reporting Persons”) to amend and supplement the Schedule 13D, dated June 12, 2008, as amended by Amendment No. 1 to the Schedule 13D, dated August 29, 2008, with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of SourceForge, Inc., a Delaware corporation (the “Company”).

Item 1. Security and Issuer.

No material change.

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

This Item 3 is hereby amended and restated in its entirety as follows:

An aggregate of 8,407,500 shares of Common Stock were purchased by the Reporting Persons for an aggregate purchase price of $11,463,914.67. Such shares were purchased using cash on hand.

Item 4. Purpose of Transaction.

No material change.

Item 5. Interest in Securities of the Issuer.

(a)

This Item 5(a) is hereby amended and restated in its entirety as follows:

The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based upon 68,466,186 shares of Common Stock outstanding as of May 30, 2008, which is the total number shares of Common Stock outstanding as of such date as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on June 9, 2008. Based on calculations made in accordance with Rule 13d-3(d):

(i)

the Fund, the General Partner, Gladwyne and Michael Solomon may be deemed to beneficially own 3,000,000 shares of Common Stock, approximately 4.4% of the outstanding shares of Common Stock.

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SCHEDULE 13D

(ii)

Sams may be deemed to beneficially own 8,200,000 shares of Common Stock, approximately 12.0% of the outstanding shares of Common Stock, consisting of (i) 8,000,000 shares of Common Stock and (ii) 200,000 shares of Common Stock held in the Irrevocable Trust of Michael Solomon FBO Grace Solomon for the benefit of Michael Solomon’s daughter, of which Sams is the co-trustee with Constance Solomon, Michael Solomon’s wife.

(iii)

Suzanne Present may be deemed to beneficially own 3,010,000 shares of Common Stock, approximately 4.4% of the outstanding shares of Common Stock.

(iv)

Candice McCurdy may be deemed to beneficially own 200,000 shares of Common Stock, approximately 0.3% of the outstanding shares of Common Stock.

(b)

This Item 5(b) is hereby amended and restated in its entirety as follows:

(i) Each of the Fund and the General Partner may be deemed to have sole power to direct the voting and disposition of the 3,000,000 shares of Common Stock that are directly owned by the Fund.

(ii) Sams may be deemed to have sole power to direct the voting and disposition of 5,200,000 shares of Common Stock, consisting of (i) 5,000,000 shares of Common Stock owned directly by him and (ii) 200,000 shares of Common Stock owned directly by the Irrevocable Trust of Michael Solomon FBO Grace Solomon for the benefit of Michael Solomon’s daughter, of which Sams is the co-trustee with Constance Solomon, Michael Solomon’s wife. Additionally, by virtue of the relationships between and among the Reporting Persons described in Item 2, Sams may be deemed to share the power to direct the voting and disposition of the 3,000,000 shares of Common Stock directly owned by the Fund.

(iii) Suzanne Present may be deemed to have sole power to direct the voting and disposition of 10,000 shares of Common Stock directly owned by Ms. Present. Additionally, by virtue of the relationship between and among the Reporting Persons described in Item 2, Ms. Present may be deemed to share the power to direct the voting and disposition of 3,000,000 shares of Common Stock directly owned by the Fund.

(iv) Candice McCurdy may be deemed to have the sole power to direct the voting and disposition of 200,000 shares of Common Stock that are directly owned by Ms. McCurdy.

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SCHEDULE 13D

(v) By virtue of the relationship between and among the Reporting Persons described in Item 2, Gladwyne may be deemed to share the power to direct the voting and disposition of the 3,000,000 shares of Common Stock directly owned by the Fund.

(vi) By virtue of the relationship between and among the Reporting Persons described in Item 2, Michael Solomon may be deemed to share the power to direct the voting and disposition of the 3,000,000 shares of Common Stock directly owned by the Fund.

(c)

No material change.

(d)

This Item 5(d) is hereby amended and restated in its entirety as follows:

The dates upon which the Common Stock was purchased, the number of shares of Common Stock purchased and the price per share for all transactions in the shares of Common Stock in the past 60 days by Reporting Persons are set forth on the table below:

Trade Date	Common Stock	Price Per Share

Marlin Sams Fund, L.P.
7/15/2008	77,000	$1.3727
7/16/2008	50,144	$1.4047
7/17/2008	72,856	$1.4961
7/25/2008	37,000	$1.3991
7/29/2008	61,309	$1.4168
7/31/2008	101,916	$1.3998
8/1/2008	199,775	$1.3650
8/4/2008	40,000	$1.3984
8/29/2008	300,000	$1.3672
8/29/2008	200,000	$1.4142
9/4/2008	660,000	$1.3500

William M. Sams
9/4/2008	1,399,400	$1.3498
9/5/2008	506,100	$1.3606
9/8/2008	94,500	$1.4755

(e)

No material change.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

No material change.

Item 7. Materials to be Filed as Exhibits.

No material change.

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SCHEDULE 13D

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.

Dated: September 8, 2008

		MARLIN SAMS FUND, L.P.
		By:	Marlin Sams Genpar, LLC Its general partner
		By:	Gladwyne Marlin GenPar, LLC A managing member
		By:	/s/ Suzanne Present
			Name: Suzanne Present Title: A Managing Member

		MARLIN SAMS GENPAR, LLC
		By:	Gladwyne Marlin GenPar, LLC A managing member
		By:	/s/ Suzanne Present
			Name: Suzanne Present Title: A Managing Member

		WILLIAM M. SAMS
			/s/ William M. Sams

		GLADWYNE MARLIN GENPAR, LLC
		By:	/s/ Suzanne Present
			Name: Suzanne Present Title: A Managing Member

		SUZANNE PRESENT
			/s/ Suzanne Present

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SCHEDULE 13D

		MICHAEL SOLOMON
			/s/ Michael Solomon

		CANDICE MCCURDY
			/s/ Candice McCurdy