| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARLIN BUSINESS SERVICES CORP [ MRLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/15/2008 | A | 40,000(1) | A | (2) | 226,317(3)(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Purchase Common Stock | $17.52 | 01/11/2009(5) | 01/10/2012 | Common Stock | 21,429 | 21,429 | D | ||||||||
| Option to Purchase Common Stock | $4.23 | 04/03/2004(5) | 04/03/2010 | Common Stock | 28,000 | 28,000 | D | ||||||||
| Option to Purchase Common Stock | $10.18 | 10/04/2005(5) | 10/04/2011 | Common Stock | 51,240 | 51,240 | D | ||||||||
| Option to Purchase Common Stock | $3.39 | 01/17/2006(5) | 01/17/2012 | Common Stock | 14,000 | 14,000 | 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 | 6,650 | 6,650 | D | ||||||||
| Option to Purchase Common Stock | $18.8 | 01/29/2012(6) | 01/28/2014 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Option to Purchase Common Stock | $21.6 | 03/28/2010(5) | 03/28/2013 | Common Stock | 8,016 | 8,016 | D | ||||||||
| Option to Purchase Common Stock | $21.6 | 03/28/2010(7) | 03/28/2013 | Common Stock | 12,026(8) | 12,026 | D | ||||||||
| Option to Purchase Common Stock | $20.77 | 03/16/2011(5) | 03/16/2014 | Common Stock | 9,314 | 9,314 | D | ||||||||
| Option to Purchase Common Stock | $20.77 | 03/16/2011(7) | 03/16/2014 | Common Stock | 12,919(9) | 12,919 | D | ||||||||
| Option to Purchase Common Stock | $9.52 | 03/01/2012(5) | 03/01/2015 | Common Stock | 22,642 | 22,642 | D | ||||||||
| Option to Purchase Common Stock | $9.52 | 03/01/2012(7) | 03/01/2015 | Common Stock | 31,034(10) | 31,034 | D | ||||||||
| Explanation of Responses: |
| 1. Represents a grant of restricted stock, and the restrictions on these shares shall lapse after three years from the transaction date (i.e., shall lapse on 12/15/2011). |
| 2. N/A |
| 3. Includes 900 shares acquired under the Marlin Business Services Corp. 2003 Employee Stock Purchase Plan on June 30, 2008. |
| 4. Includes a total of 76,398 shares of restricted stock where, as of the date of this filing, the restrictions have not yet lapsed. |
| 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. |
| 6. 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. |
| 7. Represents the date the options will cliff vest if certain four year average EPS growth targets are achieved. |
| 8. Represents the maximum number of options that may vest under this performance option grant. Vesting will be determined by EPS growth rates averaged over a four year performance period. Depending on the average EPS growth rate achieved for the four year period, the number of shares that vest at the end of the four year period could be 0; 4,008; 8,017; or 12,026. |
| 9. Represents the maximum number of options that may vest under this performance option grant. Vesting will be determined by EPS growth rates averaged over a four year performance period. Depending on the average EPS growth rate achieved for the four year period, the number of shares that vest at the end of the four year period could be 0; 4,306; 8,612; or 12,919. |
| 10. Represents the maximum number of options that may vest under this performance option grant. Vesting will be determined by EPS growth rates averaged over a four year performance period. Depending on the average EPS growth rate achieved for the four year period, the number of shares that vest at the end of the four year period could be 0; 10,345; 20,689; or 31,034. |
| Remarks: |
| /s/ George D. Pelose Attorney in Fact | 12/17/2008 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||