SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information statement pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.2)
Marin Software Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
56804T205
(CUSIP Number)
Date of Event Which Requires Filing of this Statement: December 31, 2023
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 56804T205 13G
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royce & Associates, LP 52-2343049
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
846,591
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
846,591
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,591
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.69%
12 TYPE OF REPORTING PERSON
IA
CUSIP No. 56804T205 13G
Item 1(a) Name of Issuer:
Marin Software Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
123 Mission Street
25th Floor
San Francisco, CA 94105
Item 2(a) Name of Persons Filing:
Royce & Associates, LP
Item 2(b) Address of Principal Business Office, or, if None, Residence:
745 Fifth Avenue, New York, NY 10151
Item 2(c) Citizenship:
New York Corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
56804T205
Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [X] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G)
(h) [ ] Group
CUSIP No. 56804T205 13G
Item 4 Ownership
The securities reported herein are beneficially owned by one or more
registered investment companies or other managed accounts that are
investment management clients of Royce & Associates, LP ("RALP"), an
indirect majority owned subsidiary of Franklin Resources, Inc.("FRI").
When an investment management contract (including a sub advisory
agreement) delegates to RALP investment discretion or voting power over
the securities held in the investment advisory accounts that are
subject to that agreement, FRI treats RALP as having sole investment
discretion or voting authority, as the case may be, unless the
agreement specifies otherwise. Accordingly, RALP reports on Schedule
13G that it has sole investment discretion and voting authority over
the securities covered by any such investment management agreement,
unless otherwise noted in this Item 4. As a result, for purposes of
Rule 13d 3 under the Act, RALP may be deemed to be the beneficial owner
of the securities reported in this Schedule 13G.
Beneficial ownership by investment management subsidiaries and other
affiliates of FRI is being reported in conformity with the guidelines
articulated by the SEC staff in Release No. 34 39538 (January 12, 1998)
relating to organizations, such as FRI, where related entities exercise
voting and investment powers over the securities being reported
independently from each other. The voting and investment powers held by
RALP are exercised independently from FRI (RALP's parent holding
company) and from all other investment management subsidiaries of FRI
(FRI, its affiliates and investment management subsidiaries other than
RALP are, collectively, "FRI affiliates"). Furthermore, internal
policies and procedures of RALP and FRI affiliates establish
informational barriers that prevent the flow between RALP and the FRI
affiliates of information that relates to the voting and investment
powers over the securities owned by their respective investment
management clients. Consequently, RALP and the FRI affiliates report
the securities over which they hold investment and voting power
separately from each other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal
Shareholders") each own in excess of 10% of the outstanding common
stock of FRI and are the principal stockholders of FRI. However,
because RALP exercises voting and investment powers on behalf of its
investment management clients independently of FRI affiliates,
beneficial ownership of the securities reported by RALP is not
attributed to the Principal Shareholders. RALP disclaims any pecuniary
interest in any of the securities reported in this Schedule 13G. In
addition, the filing of this Schedule 13G on behalf of RALP should not
be construed as an admission that it is, and it disclaims that it is,
the beneficial owner, as defined in Rule 13d 3, of any of such
securities.
Furthermore, RALP believes that it is not a "group" with FRI
affiliates, the Principal Shareholders, or their respective affiliates
within the meaning of Rule 13d 5 under the Act and that none of them is
otherwise required to attribute to any other the beneficial ownership
of the securities held by such person or by any persons or entities for
whom or for which RALP or the FRI affiliates provide investment
management services.
(a) Amount Beneficially Owned:
846,591
(b) Percent of Class:
4.69%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
846,591
(ii) shared power to vote or to direct the vote
__________
(iii) sole power to dispose or to direct the disposition of
846,591
(iv) shared power to dispose or to direct the disposition of
__________
Item 5 Ownership of Five Percent or Less of a Class. [ X ]
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
NONE
Item 7 Identification and Classification of the Subsidiary Which Acquired
The Security Being Reported on by the Parent Holding Company.
NOT APPLICABLE
Item 8 Identification and Classification of Members of the Group.
NOT APPLICABLE
Item 9 Notice of Dissolution of Group.
NOT APPLICABLE
CUSIP No. 56804T205 13G
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement with respect
to it is true, complete and correct.
Date: January 30, 2024
By: Daniel A. O'Byrne
Vice President