MARIN SOFTWARE INC (Form: S-8, Received: 03/22/2013 16:14:14)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on March 22, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MARIN SOFTWARE INCORPORATED

(Exact name of registrant as specified in its charter)


Delaware		20-4647180
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Marin Software Incorporated

123 Mission Street, 25 ^th Floor

San Francisco, California 94105

(415) 399-2580

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

2006 Equity Incentive Plan

2013 Equity Incentive Plan

2013 Employee Stock Purchase Plan

(Full title of the plans)

Christopher A. Lien

Founder, Chief Executive Officer and Director

Marin Software Incorporated

123 Mission Street, 25 ^th Floor

San Francisco, California 94105

(415) 399-2580

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Jeffrey R. Vetter, Esq.

Michael A. Brown, Esq.

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500

Rashmi Garde, Esq.

General Counsel

Marin Software Incorporated

123 Mission Street, 25 ^th Floor

San Francisco, California 94105

(415) 399-2580

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share
- Outstanding under the 2006 Equity Incentive Plan	5,154,696(2)	$5.88(3)	$30,309,613	$4,135
- Reserved for future issuance under the 2013 Equity Incentive Plan	4,674,072(4)	14.00(5)	65,437,008	8,926
- Reserved for future issuance under the 2013 Employee Stock Purchase Plan	1,000,000	11.90(6)	11,900,000	1,624
TOTAL	10,828,768	N/A	$107,646,621	$14,685

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2)

Represents shares of Registrant’s common stock reserved for issuance pursuant to stock options outstanding under the 2006 Equity Incentive Plan, as amended (the “ 2006 Plan ”), as of the date of this Registration Statement. Any such shares of common stock that are subject to awards under the 2006 Plan, which are forfeited, lapse unexercised or would otherwise have been returned to the share reserve under the 2006 Plan, instead will be available for issuance under the 2013 Equity Incentive Plan. See footnote 4 below.

(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act on the basis of the weighted average exercise price of $5.88 per share (rounded up to the nearest cent).

(4)

Represents shares of common stock reserved for future issuance under the 2013 Equity Incentive Plan consisting of (a) 4,500,000 shares of common stock reserved for future issuance under the 2013 Equity Incentive Plan and (b) 174,072 shares of common stock previously reserved but unissued under the 2006 Plan that are now available for future issuance under the 2013 Equity Incentive Plan. To the extent outstanding awards under the 2006 Plan are forfeited, lapse unexercised or would otherwise have been returned to the share reserve under the 2006 Plan, the shares of common stock subject to such awards instead will be available for future issuance under the 2013 Equity Incentive Plan. See footnote 2 above.

(5)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act and based upon the initial public offering price of $14.00 per share of the Registrant’s common stock as set forth in the Registrant’s Registration Statement on Form S-1 (File No. 333-186669) declared effective on March 21, 2013 (the “ Initial Public Offering Price ”).

(6)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act and based upon the Initial Public Offering Price, multiplied by 85%. Pursuant to the Registrant’s 2013 Employee Stock Purchase Plan, the purchase price of a share is 85% of the fair market value of the Registrant’s common stock.

PART I

Information Required in the Section 10(a) Prospectus

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “ Securities Act ”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

I-1

PART II

Information Required in the Registration Statement

Item 3.

Incorporation of Documents by Reference .

The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), are incorporated herein by reference:

(a)

the Registrant’s prospectus filed on March 22, 2013 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statements on Form S-1, as amended (Registration No. 333-186669 and 333-[ ]), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and

(b)

the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35838) filed with the Commission on March 15, 2013 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 4.

Description of Securities .

Not applicable.

Item 5.

Interests of Named Experts and Counsel .

As of the date of this Registration Statement, Fenwick & West LLP beneficially owns an aggregate of 30,511 shares of the Registrant’s preferred stock that will convert to common stock upon the closing of this offering, representing approximately 0.13% of our outstanding shares of common stock as of December 31, 2012.

Item 6.

Indemnification of Directors and Officers .

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the Delaware General Corporation Law, the Registrant’s restated certificate of incorporation to be effective upon the closing of the Registrant’s initial public offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:

•

any breach of the director’s duty of loyalty to the Registrant or its stockholders;

•

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

II-1

•

under Section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases); or

•

any transaction from which the director derived an improper personal benefit.

As permitted by the Delaware General Corporation Law, the Registrant’s restated bylaws to be effective upon the closing of the Registrant’s initial public offering, provide that:

•

the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions;

•

the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law;

•

the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions; and

•

the rights conferred in the restated bylaws are not exclusive.

The Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s restated certificate of incorporation and restated bylaws and to provide additional procedural protections. There is no pending litigation or proceeding involving a director or executive officer of the Registrant for which indemnification is sought. The indemnification provisions in the Registrant’s restated certificate of incorporation, restated bylaws and the indemnification agreements entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant currently carries liability insurance for its directors and officers.

See also the undertakings set out in response to Item 9 of this Registration Statement.

Item 7.

Exemption from Registration Claimed .

Not applicable.

Item 8.

Exhibits .

The following exhibits are filed herewith:

Exhibit

Number

Exhibit Description

Incorporated by Reference

Filed
Herewith

Form

File No.

Exhibit

Filing Date

4.1

Restated Certificate of Incorporation, as currently in effect.

S-1

333-186669

3.1

3/11/2013

4.2

Restated Certificate of Incorporation to be effective upon closing of the Registrant’s public offering.

S-1

333-186669

3.2

3/4/2013

4.3

Bylaws, as currently in effect.

S-1

333-186669

3.3

2/13/2013

4.4

Restated Bylaws to be effective upon closing of the Registrant’s public offering.

S-1

333-186669

3.4

3/4/2013

4.5

Form of Common Stock Certificate.

S-1

333-186669

4.1

3/15/2013

II-2

Exhibit

Number

Exhibit Description

Incorporated by Reference

Filed
Herewith

Form

File No.

Exhibit

Filing Date

5.1

Opinion of Fenwick & West LLP.

23.1

Consent of Independent Registered Public Accounting Firm.

23.2

Consent of Fenwick & West LLP (included in Exhibit 5.1).

24.1

Power of Attorney (included on the signature page of this Registration Statement).

99.1

2006 Equity Incentive Plan and forms of stock option agreement and stock option exercise agreement.

S-1

333-186669

10.2

2/13/2013

99.2

2013 Equity Incentive Plan and forms of stock option agreement, stock option exercise agreement, restricted stock agreement and restricted stock unit agreement.

S-1

333-186669

10.3

3/4/2013

99.3

2013 Employee Stock Purchase Plan and form of subscription agreement.

S-1

333-186669

10.4

3/4/2013

Item 9.

Undertakings .

A. The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that clauses (A)(1)(i) and (A)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

II-3

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 22 ^nd day of March, 2013.


		MARIN SOFTWARE INCORPORATED

		By:		/s/ C HRISTOPHER A. L IEN
				Christopher A. Lien
				Founder, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher A. Lien and John A. Kaelle, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Christopher A. Lien Christopher A. Lien	Founder, Chief Executive Officer and Director (Principal Executive Officer)	March 22, 2013

/s/ John A. Kaelle John A. Kaelle	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 22, 2013

/s/ Paul R. Auvil III Paul R. Auvil III	Director	March 22, 2013

/s/ L. Gordon Krovitz L. Gordon Krovitz	Director	March 22, 2013

/s/ Bruce W. Dunlevie Bruce W. Dunlevie	Director	March 22, 2013

/s/ Donald P. Hutchison Donald P. Hutchison	Director	March 22, 2013

II-5

EXHIBIT INDEX

Exhibit

Number

Exhibit Description

Incorporated by Reference

Filed
Herewith

Form

File No.

Exhibit

Filing Date

4.1

Restated Certificate of Incorporation, as currently in effect.

S-1

333-186669

3.1

3/11/2013

4.2

Restated Certificate of Incorporation to be effective upon closing of the Registrant’s public offering.

S-1

333-186669

3.2

3/4/2013

4.3

Bylaws, as currently in effect.

S-1

333-186669

3.3

2/13/2013

4.4

Restated Bylaws to be effective upon closing of the Registrant’s public offering.

S-1

333-186669

3.4

3/4/2013

4.5

Form of Common Stock Certificate.

S-1

333-186669

4.1

3/15/2013

5.1

Opinion of Fenwick & West LLP.

23.1

Consent of Independent Registered Public Accounting Firm.

23.2

Consent of Fenwick & West LLP (included in Exhibit 5.1).

24.1

Power of Attorney (included on the signature page of this Registration Statement).

99.1

2006 Equity Incentive Plan and forms of stock option agreement and stock option exercise agreement

S-1

333-186669

10.2

2/13/2013

99.2

2013 Equity Incentive Plan and forms of stock option agreement, stock option exercise agreement, restricted stock agreement and restricted stock unit agreement.

S-1

333-186669

10.3

3/4/2013

99.3

2013 Employee Stock Purchase Plan and form of subscription agreement.

S-1

333-186669

10.4

3/4/2013

Exhibit 5.1

LOGO

March 22, 2013

Marin Software Incorporated

123 Mission Street, 25 ^th Floor

San Francisco, California 94105

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the “ Registration Statement ”) to be filed by Marin Software Incorporated, a Delaware corporation (the “ Company ”), with the Securities and Exchange Commission (the “ Commission ”) on or about March 22, 2013 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate 10,828,768 shares of the Company’s common stock, $0.001 par value per share (the “ Stock ”), that are subject to issuance by the Company upon the exercise of (a) awards granted under the Company’s 2006 Equity Incentive Plan, as amended (the “ 2006 Plan ”), (b) awards to be granted under the Company’s 2013 Equity Incentive Plan (the “ 2013 Plan ”), and (c) purchase rights to acquire shares of common stock to be granted under the Company’s 2013 Employee Stock Purchase Plan (the “ Purchase Plan ”). The 2006 Plan, the 2013 Plan and the Purchase Plan are collectively referred to herein as the “ Plans .” In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1)

the Company’s Restated Certificate of Incorporation, as amended, certified by the Delaware Secretary of State on March 7, 2013 (the “ Restated Certificate ”) and the Restated Certificate of Incorporation that the Company intends to file and that will be effective upon the closing of the Company’s initial public offering (the “ Post-Effective Restated Certificate ”);

(2)

the Company’s Bylaws, certified by the Company’s Secretary on March 8, 2013 (the “ Bylaws ”) and the Restated Bylaws that the Company has adopted in connection with, and that will be effective upon the closing of the Company’s initial public offering (the “ Post-Effective Bylaws ”);

(3)

the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference;

Marin Software Incorporated

March 22, 2013

Page 2

(4)

the Plans and related forms of agreements under the Plans;

(5)

the prospectuses prepared in connection with the Registration Statement (the “ Prospectuses ”);

(6)

the minutes of meetings and actions by written consent of the Company’s Board of Directors and the Company’s stockholders provided to us by the Company relating to the adoption, approval, authorization and/or ratification of (a) the Restated Certificate, (b) the Post-Effective Restated Certificate, (c) the Bylaws, (d) the Post-Effective Bylaws, (e) the filing of the Registration Statement, and (f) the Plans, including the reservation of the Stock for sale and issuance pursuant to the Plans and the sale and issuance of the Stock pursuant to the Plans;

(7)

the stock records for the Company that the Company has provided to us (consisting of a list of stockholders, a list of option, restricted stock unit and warrant holders respecting the Company’s capital and of any rights to purchase capital stock that was prepared by the Company and dated March 20, 2013 respecting the Company’s capital stock and any rights to purchase capital stock and verifying the number of such issued and outstanding securities);

(8)

a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 20, 2013, stating that the Company is qualified to do business and in good standing under the laws of the State of Delaware (the “Certificate of Good Standing”); and

(9)

an Opinion Certificate addressed to us, dated of even date herewith and executed by the Company, containing certain factual representations (the “ Opinion Certificate ”).

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set

Marin Software Incorporated

March 22, 2013

Page 3

forth in the Opinion Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law and reported judicial decisions relating thereto.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by the Company in the Opinion Certificate.

In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions in connection with the filing of a registration statement of the type described herein.

Based upon the foregoing, it is our opinion that:

(1) The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

(2) The 10,828,768 shares of Stock that may be issued and sold by the Company upon the exercise of (a) awards granted under the 2006 Plan, (b) awards to be granted under the 2013 Plan, and (c) purchase rights granted or to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the applicable plan and purchase agreements, if any, to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and relevant Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.

***Remainder of page intentionally left blank***

Marin Software Incorporated

March 22, 2013

Page 4

This opinion is intended solely for use in connection with the issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

FENWICK & WEST LLP

By: /s/ Jeffrey R. Vetter

Jeffrey R. Vetter, a Partner

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Marin Software Incorporated of our reports dated March 4, 2013, relating to the consolidated financial statements and financial statement schedule of Marin Software Incorporated, which appear in Marin Software Incorporated’s Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-186669) filed on March 11, 2013.

/s/ PricewaterhouseCoopers LLP

San Jose, California

March 21, 2013