SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

TEMASEK HOLDINGS (PRIVATE) LTD

(Last)

(First)

(Middle)

60B ORCHARD ROAD #06-18 TOWER 2

THE ATRIUM @ ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/21/2013

3. Issuer Name and Ticker or Trading Symbol
MARIN SOFTWARE INC [ MRIN ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,789,173	⁽¹⁾	I	Held by Sennett Investments (Mauritius) Pte Ltd⁽²⁾
Series F-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	739,032	⁽¹⁾	I	Held by Sennett Investments (Mauritius) Pte Ltd⁽²⁾

1. Name and Address of Reporting Person^*

TEMASEK HOLDINGS (PRIVATE) LTD

(Last)

(First)

(Middle)

60B ORCHARD ROAD #06-18 TOWER 2

THE ATRIUM @ ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Temasek Capital (Private) LTD

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18, TOWER 2

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Seletar Investments Pte Ltd

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18, TOWER 2

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Dunearn Investments (Mauritius) Pte Ltd

(Last)

(First)

(Middle)

C/O IMM, LES CASCADES BUILDING

EDITH CAVELL STREET, PORT LOUIS

(Street)

MAURITIUS

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SENNETT INVESTMENTS (MAURITIUS) PTE LTD

(Last)

(First)

(Middle)

C/O IMM, LES CASCADES BUILDING

EDITH CAVELL STREET, PORT LOUIS

(Street)

MAURITIUS

0000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Preferred Stock will automatically convert into one (1) share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date.

2. Sennett Investments (Mauritius) Pte Ltd is a wholly owned subsidiary of Dunearn Investments (Mauritius) Pte Ltd, which is wholly owned by Seletar Investments Pte Ltd, a wholly owned subsidiary of Temasek Capital (Private) Limited, which is wholly owned by Temasek Holdings (Private) Ltd.

Remarks:

	/s/ Chua Eu Jin in his capacity as Authorised Signatory of Temasek Holdings (Private) Limited	03/26/2013
	/s/ Chia Yue Joo in her capacity as Director of Temasek Capital (Private) Limited	03/26/2013
	/s/ Git Oi Chee (Michelle) in her capacity as Director of Seletar Investments Pte Ltd	03/26/2013
	/s/ Poy Weng Chuen in his capacity as Director of Dunearn Investments (Mauritius) Pte Ltd	03/26/2013
	/s/ Ang Peng Huat in his capacity as Authorised Signatory of Sennett Investments (Mauritius) Pte Ltd	03/26/2013
	** 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 5 (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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