Daina Middleton - May 24, 2021 Form 4 Insider Report for MARIN SOFTWARE INC (MRIN)

Role: Director
Signature: /s/ Daina Middleton by Robert Bertz, Attorney-in-Fact
Stock symbol: MRIN
Transactions as of: May 24, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/3/2021, 08:24 PM
Next filing: Jun 4, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MRIN	Restricted Stock Units	Award	$0	+41.9K		$0.00	41.9K	May 24, 2021	Common Stock	41.9K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement.
F2	The RSUs shall vest as to 100% of the total number of shares on the date of the Issuer's annual meeting of stockholders held in 2022, provided that the Reporting Person continues to serve on the Issuer's Board of Directors on each vesting date and provided further that, in the event of certain corporate transactions, all of the shares subject to the RSUs shall immediately vest in full as of the effectiveness of such transaction. The RSUs have no expiration date.

Content

Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement.

The RSUs shall vest as to 100% of the total number of shares on the date of the Issuer's annual meeting of stockholders held in 2022, provided that the Reporting Person continues to serve on the Issuer's Board of Directors on each vesting date and provided further that, in the event of certain corporate transactions, all of the shares subject to the RSUs shall immediately vest in full as of the effectiveness of such transaction. The RSUs have no expiration date.