MRIN Form 4: 38,806 Shares and 5,476 Options Deemed Disposed on 09/05/2025
Rhea-AI Filing Summary
Wister Wolcott, EVP of Product and Technology at Marin Software (MRIN), reported transactions tied to the company’s Chapter 11 reorganization plan effective 09/05/2025. The filing shows a deemed disposition of 38,806 shares of common stock and 5,476 employee stock options on 09/05/2025 under code J(1), with zero shares or options retained after the transaction. The explanatory note states the court-confirmed plan cancelled all outstanding common stock and equity awards and contemplates a pro rata distribution to holders of canceled interests. The filing also notes the options were fully vested before cancellation.
Positive
- None.
Negative
- All outstanding common stock and equity awards were cancelled under the confirmed Chapter 11 plan effective 09/05/2025.
- Reporting person had deemed dispositions of 38,806 common shares and 5,476 employee stock options on 09/05/2025, resulting in zero beneficial ownership following the transaction.
- Equity interests extinguished as part of bankruptcy, meaning holders will only receive a pro rata distribution after allowed claim recoveries.
Insights
TL;DR: Court-confirmed Chapter 11 plan cancelled all equity and resulted in deemed dispositions on 09/05/2025, extinguishing insider holdings.
The Form 4 documents the operational effect of the confirmed reorganization plan: all common shares and rights to acquire common stock were cancelled and holders are expected to receive a pro rata distribution following priority recoveries to allowed claimants. The filing records deemed dispositions under code J(1) on the effective date, producing zero retained equity for the reporting person. For creditors and former equity holders, this is a terminal equity outcome tied directly to the bankruptcy confirmation rather than voluntary sales.
TL;DR: Insider reporting reflects compliance and transparency after corporate reorganization; equity positions were extinguished under the confirmed plan.
The report shows the company and its insiders complied with Section 16 reporting by filing a Form 4 documenting the cancellations. The explicit note that options were fully vested clarifies the status of award vesting prior to cancellation. The filings make clear that equity interests ceased to exist as of the plan effective date, which is material for governance and investor recordkeeping but reflects a non-operational change driven by the bankruptcy process.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Employee Stock Option (right to buy) | 5,476 | $0.00 | -- |
| Other | Common Stock | 38,806 | $0.00 | -- |
Footnotes (1)
- Pursuant to the Issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), which was confirmed by the US Bankruptcy Court for the District of Delaware on 8/29/25 & became effective on 9/5/25, all outstanding shares of Issuer common stock (including shares of common stock issuable under equity awards granted under the Issuer's equity incentive plans) & all other options, warrants and rights to acquire common stock, have been cancelled & discharged, & holders of such equity interests are anticipated to receive a distribution on a Pro Rata basis on account thereof, following the anticipated provision of full recoveries to all Holders of Allowed Claims(all such capitalized terms shall have the meanings ascribed to them as set forth in the Plan filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on 9/5/25). The options are fully vested.
