| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MARLIN BUSINESS SERVICES CORP [ MRLN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/07/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/07/2016 | P | 7,400 | A | $18.8805(1) | 7,400(2) | I | See Footnotes and Remarks(2) | ||
| Common Stock | 09/08/2016 | P | 12,000 | A | $19.0554(3) | 19,400(2) | I | See Footnotes and Remarks(2) | ||
| Common Stock | 09/09/2016 | P | 5,600 | A | $18.9982(4) | 25,000(2) | I | See Footnotes and Remarks(2) | ||
| Common Stock | 2,124,267(5) | I | See Footnotes and Remarks(5) | |||||||
| Common Stock | 852,658(6) | I | See Footnotes and Remarks(6) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares of common stock were purchased on the open market by Red Mountain Capital Partners LLC ("RMCP"). The price reported in Column 4 is a weighted average price per share. These shares were purchased in multiple transactions at prices ranging from $18.845 to $18.90, inclusive. Each of Willem Mesdag, Red Mountain Partners, L.P. ("RMP"), RMCP GP LLC ("RMCP GP"), RMCP, Red Mountain Investors I LLC ("RMI"), RMCP Manager LLC ("RMCPM") and Red Mountain Capital Management, Inc. ("RMCM") undertakes to provide to Marlin Business Services Corp. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased. |
| 2. These shares are held directly by RMCP. |
| 3. These shares of common stock were purchased by RMCP on the open market. The price reported in Column 4 is a weighted average price per share. These shares were purchased in multiple transactions at prices ranging from $18.93 to $19.24, inclusive. Each of Willem Mesdag, RMP, RMCP GP, RMCP, RMI, RMCPM and RMCM undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased. |
| 4. These shares of common stock were purchased by RMCP on the open market. The price reported in Column 4 is a weighted average price per share. These shares were purchased in multiple transactions at prices ranging from $18.975 to $19.00, inclusive. Each of Willem Mesdag, RMP, RMCP GP, RMCP, RMI, RMCPM and RMCM undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased. |
| 5. These shares are held directly by RMP. |
| 6. These shares are held directly by RMI. |
| Remarks: |
| This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP, (iii) RMI, (iv) RMCPM, (v) RMCP, (vi) RMCM and (vii) Willem Mesdag. RMCP GP is the general partner of RMP. RMCPM is the managing member of RMI. RMCP is the managing member of RMCP GP and the sole member of RMCPM. RMCM is the managing member of RMCP. Willem Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of RMCP, RMCP GP, RMCM and Mr. Mesdag by virtue of their direct or indirect control of RMP may be deemed to beneficially own some or all of the securities reported as being held directly by RMP, and each of RMCP, RMCPM, RMCM and Mr. Mesdag by virtue of their direct or indirect control of RMI may be deemed to beneficially own some or all of the securities reported as being held directly by RMI, and RMCM and Mr. Mesdag by virtue of their direct or indirect control of RMCP may be deemed to beneficially own some or all of the securities reported as being held directly by RMCP. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| /s/ Willem Mesdag (on behalf of himself and the other Reporting Persons) | 09/09/2016 | |
| ** 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). | ||
| 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 Number. | ||
