FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Patel Yagnesh

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/24/2017 

3. Issuer Name and Ticker or Trading Symbol

MARIN SOFTWARE INC [MRIN]

(Last)        (First)        (Middle)

C/O MARIN SOFTWARE INCORPORATED, 123 MISSION STREET, 25TH FLOOR

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP,InterimPrinFin&AcctgOff /

(Street)

SAN FRANCISCO, CA 94105       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 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 Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1)   (1) Common Stock   5000   $0   (2) D    
Restricted Stock Units     (3)   (3) Common Stock   15000   $0   (2) D    

Explanation of Responses:
( 1)  The restricted stock units ("RSUs") vest over 4 years in equal annual installments beginning on May 9, 2017, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
( 2)  Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 3)  The RSUs vest over 4 years in equal annual installments beginning on December 15, 2017, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Patel Yagnesh
C/O MARIN SOFTWARE INCORPORATED
123 MISSION STREET, 25TH FLOOR
SAN FRANCISCO, CA 94105

VP,InterimPrinFin&AcctgOff

Signatures
/s/ Yagnesh Patel by Jonathan DeGooyer, Attorney-in-Fact 3/31/2017
** 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).
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 control number.
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