SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PELOSE GEORGE D

(Last)

(First)

(Middle)

C/O MARLIN BUSINESS SERVICES CORP.

124 GAITHER DRIVE

(Street)

MOUNT LAUREL

08054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARLIN BUSINESS SERVICES CORP [ MRLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2004		S⁽¹⁾		1,000	D	$17.14⁽²⁾	15,092⁽³⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$18.8							01/29/2012⁽⁴⁾	01/28/2014	Common Stock	12,500		12,500	D
Option to Purchase Common Stock	$4.23							07/19/2003⁽⁵⁾	07/19/2009	Common Stock	37,800		37,800	D
Option to Purchase Common Stock	$5.01							07/27/2004⁽⁵⁾	07/27/2010	Common Stock	21,000		21,000	D
Option to Purchase Common Stock	$3.39							08/22/2005⁽⁵⁾	08/22/2011	Common Stock	7,000		7,000	D
Option to Purchase Common Stock	$10.18							10/04/2005⁽⁵⁾	10/04/2011	Common Stock	42,700		42,700	D
Option to Purchase Common Stock	$3.39							01/17/2006⁽⁵⁾	01/17/2012	Common Stock	28,000		28,000	D
Option to Purchase Common Stock	$3.39							01/13/2007⁽⁵⁾	01/13/2013	Common Stock	7,000		7,000	D
Option to Purchase Common Stock	$10.18							01/13/2007⁽⁵⁾	01/13/2013	Common Stock	6,055		6,055	D
Option to Purchase Common Stock	$14							11/11/2007⁽⁵⁾	11/10/2013	Common Stock	10,000		10,000	D

Explanation of Responses:

1. The sale of shares of Marlin Business Services Corp. on this Form 4 was executed pursuant to a written plan adopted by the reporting person on May 17, 2004, that is intended to comply with Rule 10b5-1(c) of the Securities and Exchange Act of 1934.

2. Represents average net sales price per share.

3. Includes 12,209 shares of restricted stock awarded to the reporting person pursuant to the Marlin Business Services Corp. 2003 Equity Compensation Plan. The reporting person elected to allocate 55% of his target bonus for 2004, 2005 and 2006 to restricted stock (in lieu of cash). The number of shares was determined using the closing price of $15.88 on the award date (March 9, 2004).

4. Date listed is date of scheduled full vesting. This grant vests over an eight year period at the following annual increments: 2.5% in first year; 5.0% in second year; 7.5% in third year; 10.0% in fourth year; 15.0% in fifth year; and 20.0% in each of the sixth, seventh and eighth years. Vesting can be accelerated upon the reporting person's achievement of certain performance goals set forth in the grant instrument.

5. Date listed is the date of full vesting. Each grants vests 25% per year beginning on the first anniversary of the date of grant.

Remarks:

	/s/ George D. Pelose	12/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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