X0306 4 2013-03-27 0 0001389002 MARIN SOFTWARE INC MRIN 0001190211 DUNLEVIE BRUCE 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 1 0 1 0 Common Stock 2013-03-27 4 C 0 2267533 A 2267533 I See footnote Common Stock 2013-03-27 4 C 0 718984 A 2986517 I See footnote Common Stock 2013-03-27 4 C 0 361331 A 3347848 I See footnote Common Stock 2013-03-27 4 C 0 182946 A 3530794 I See footnote Common Stock 2013-03-27 4 C 0 121989 A 3652783 I See footnote Common Stock 2013-03-27 4 C 0 221709 A 3874492 I See footnote Series B Preferred Stock 2013-03-27 4 C 0 2267533 0 D Common Stock 2267533 0 I See footnote Series C Preferred Stock 2013-03-27 4 C 0 718984 0 D Common Stock 718984 0 I See footnote Series D Preferred Stock 2013-03-27 4 C 0 361331 0 D Common Stock 361331 0 I See footnote Series E Preferred Stock 2013-03-27 4 C 0 182946 0 D Common Stock 182946 0 I See footnote Series F Preferred Stock 2013-03-27 4 C 0 121989 0 D Common Stock 121989 0 I See footnote Series F-1 Preferred Stock 2013-03-27 4 C 0 221709 0 D Common Stock 221709 0 I See footnote In connection with the closing of the Issuer's initial public offering of Common Stock on March 27, 2013, each share of Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock for no additional consideration. All shares of Common Stock issued upon conversion were aggregated. Shares held of record by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF IV-B") and related persons. Benchmark Capital Management Co. VI, L.L.C., the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over the reported shares of the Issuer's stock held by such funds. None. Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. VI, L.L.C., which serves as general partner to Benchmark Capital Partners VI, L.P., Benchmark Founders' Fund VI, L.P. and Benchmark Founders' Fund VI-B, L.P., and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such person or entity. *This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable members.* /s/ Steven M. Spurlock, by power of attorney for Bruce Dunlevie 2013-03-27