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^*

SULLIVAN MATTHEW J

(Last)

(First)

(Middle)

C/O MARLIN BUSINESS SERVICES CORP.

300 FELLOWSHIP ROAD

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2014

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								19,844⁽¹⁾	D
Common stock	12/22/2014		S		1,705,317⁽²⁾	D	$20	439,465⁽³⁾	I	See footnote⁽⁴⁾

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	$7.17							10/28/2010⁽⁵⁾	10/28/2016	Common Stock	2,041		2,041	D
Option to Purchase Common Stock	$7.66							06/02/2009⁽⁵⁾	06/02/2015	Common Stock	3,704		3,704	D
Option to Purchase Common Stock	$7.61							04/17/2012⁽⁶⁾	04/17/2015	Common Stock	5,000		5,000	D

Explanation of Responses:

1. Includes 19,844 restricted stock where, as of the date of this filing, the restrictions have not yet lapsed.

2. Represents shares transferred in a private sale.

3. The 439,465 reported shares were received in a pro rata distribution on January 14, 2015 of the 604,617 shares remaining after the private sale reported in Note (2) by WCI (Private Equity) LLC, whose sole manager is Peachtree Equity Investment Management, Inc. (the "Manager"). The reporting person is one of the directors of the Manager and could be deemed to be an indirect holder of such shares.

4. The 439,465 reported shares are owned by WCI Peachtree Carried Interest Partner, L.P., whose general partner is Peachtree Equity Management, LLC (the "General Partner"). The reporting person is the Managing Director of the General Partner and could be deemed to be an indirect holder of the reported shares. The reporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner or these shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

5. Grant of options made pursuant to the Company's Director compensation plan. Date listed is the date of full vesting (which is one year from the date of grant). The options cliff vest on the first anniversary of the grant date.

6. Grant of options made pursuant to the Company's Director compensation plan. Date listed is the date of full vesting. Each grant vests 25% per year beginning on the first anniversary of the date of grant.

Remarks:

	/s/ Edward R. Dietz Attorney-in-Fact	02/18/2015
	** 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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