MARIN SOFTWARE INCORPORATED

123 Mission Street, 27^th Floor

San Francisco, CA 94105

May 7, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 

Attention:

Barbara C. Jacobs

Jan Woo

Jeff Kauten

Division of Corporation Finance

 

Re:

Marin Software Incorporated

Registration Statement on Form S-3

Filed March 14, 2019

File No. 333-230275

 

Requested Date:

May 10, 2019

 

Requested Time:

4:00 p.m. Eastern Time

Ladies and Gentlemen:

Marin Software Incorporated (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Michael A. Brown or Katherine K. Duncan, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

 

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Brown at (415) 875-2432, or in his absence, Ms. Duncan at (206) 389-4537.

 

 

cc:	Michael A. Brown, Esq.

Katherine K. Duncan, Esq.

Fenwick & West LLP