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CUSIP No. 571157106
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SCHEDULE 13D/A
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PAGE
9
OF 13 PAGES
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This Amendment No. 6 amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on June 15, 2009, as amended by Amendment No. 1 thereto, filed with the SEC on December 21, 2009, Amendment No. 2 thereto, filed with the SEC on January 5, 2010, Amendment No. 3 thereto
filed with the SEC on May 18, 2011, Amendment No. 4 thereto filed with the SEC on December 22, 2014, and Amendment No. 5 thereto filed with the SEC on April 21, 2021 (collectively, this “Schedule 13D”), by
(i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) Red Mountain Partners, L.P., a Delaware limited partnership (“RMP”), (iii) RMCP GP LLC, a Delaware limited liability
company, (“RMCP GP”), (iv) Red Mountain Investors I LLC – Series A, a Delaware series limited liability company (“RMI Series A”), (v) RMCP Manager LLC, a Delaware limited liability company (“RMCP Manager”),
(vi) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”) , and (vii) Willem Mesdag, a natural person and U.S. citizen (together with RMCP LLC, RMP, RMCP GP, RMI Series A, RMCP Manager and RMCM, collectively,
the “Reporting Persons”), with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Marlin Business Services Corp., a Pennsylvania corporation (“Marlin”). The filing of any amendment to this
Schedule 13D shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule
13d-2 of the Securities Exchange Act of 1934, as amended.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of this Schedule 13D is hereby amended to include the following information:
On August 9, 2021, RMP and RMI Series A made an in-kind distribution of 2,932,510 shares of Common Stock to their
respective equity owners for no consideration.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b), 5(c) and 5(e) of this Schedule 13D are hereby amended and restated as follows:
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(a) – (b)
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RMP and RMI Series A are no longer beneficial owners of any shares of Common Stock.
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RMCP LLC beneficially owns, in the aggregate, 147,550 shares of Common Stock, which represent approximately 1.2% of the outstanding Common Stock. RMCP LLC has the sole power to vote or direct the vote, and the sole power to dispose
or direct the disposition, of all such 147,550 shares of Common Stock. Because each of RMCM and Mr. Mesdag may be deemed to control, directly or indirectly, RMCP LLC , each of RMCM and Mr. Mesdag may be deemed to beneficially own, and to
have the power to vote or direct the vote, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCP LLC.
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RMCM beneficially owns, in the aggregate, 56,949 shares of Common Stock, which represent approximately 0.5% of the outstanding Common Stock. RMCM has the sole power to vote or direct the vote, and the sole power to dispose or direct
the disposition, of all such 56,949 shares of Common Stock. Because Mr. Mesdag may be deemed to control, directly or indirectly, RMCM, Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or
dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCM.
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Willem Mesdag beneficially owns an additional 156,570 shares of Common Stock, which represent approximately 1.3% of the outstanding Common Stock. Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or
direct the vote, or dispose or direct the disposition of, all such 156,570 shares of Common Stock beneficially owned.
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(c)
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The information set forth in Item 4 above is hereby incorporated by reference into this Item 5(c).
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(e)
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As of August 9, 2021, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock.
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(1)
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All calculations of percentage ownership in this Schedule 13D are based on the 12,026,456 shares of Common
Stock outstanding as of July 23, 2021, as reported in the Quarterly Report on Form 10-Q filed by Marlin with the SEC on July 30, 2021.
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