Marathon Acquisition Corp. - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* GROSS MICHAEL S	2. Issuer Name and Ticker or Trading Symbol Marathon Acquisition Corp. [ MAQ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) CEO and Secretary
(Last) (First) (Middle) C/O MARATHON ACQUISITION CORP., 500 PARK AVENUE, 5TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 7/2/2008
(Street) NEW YORK, NY 10022 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	7/2/2008		P ⁽¹⁾		100	A	$7.66	1893900	D
Common Stock	7/2/2008		P ⁽¹⁾		2300	A	$7.67	1896200	D
Common Stock	7/2/2008		P ⁽¹⁾		3100	A	$7.68	1899300	D
Common Stock	7/2/2008		P ⁽¹⁾		2000	A	$7.69	1901300	D
Common Stock	7/2/2008		P ⁽¹⁾		2500	A	$7.70	1903800	D
Common Stock	7/2/2008		P ⁽¹⁾		400	A	$7.71	1904200	D
Common Stock	7/2/2008		P ⁽¹⁾		800	A	$7.72	1905000	D
Common Stock	7/2/2008		P ⁽¹⁾		3600	A	$7.73	1908600	D
Common Stock	7/2/2008		P ⁽¹⁾		500	A	$7.735	1909100	D
Common Stock	7/2/2008		P ⁽¹⁾		7700	A	$7.74	1916800	D
Common Stock	7/2/2008		P ⁽¹⁾		2200	A	$7.75	1919000	D
Common Stock	7/2/2008		P ⁽¹⁾		900	A	$7.76	1919900	D
Common Stock	7/2/2008		P ⁽¹⁾		800	A	$7.77	1920700	D
Common Stock	7/2/2008		P ⁽¹⁾		2000	A	$7.78	1922700	D
Common Stock	7/2/2008		P ⁽¹⁾		1900	A	$7.79	1924600	D
Common Stock	7/2/2008		P ⁽¹⁾		9211	A	$7.80	1933811	D
Common Stock	7/2/2008		P ⁽¹⁾		15700	A	$7.81	1949511	D
Common Stock	7/2/2008		P ⁽¹⁾		12889	A	$7.82	1962400	D
Common Stock	7/2/2008		P ⁽¹⁾		11200	A	$7.83	1973600	D
Common Stock	7/2/2008		P ⁽¹⁾		2700	A	$7.84	1976300	D
Common Stock								9225000	I	See footnote ⁽²⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	These shares of common stock have been purchased pursuant to a limit order to purchase up to two million shares of common stock in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
( 2)	These shares are owned by Marathon Founders, LLC, which is controlled by Mr. Gross. As a result, Mr. Gross may be deemed to beneficially own the securities held by Marathon Founders, LLC.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GROSS MICHAEL S C/O MARATHON ACQUISITION CORP. 500 PARK AVENUE, 5TH FLOOR NEW YORK, NY 10022	X	X	CEO and Secretary

Signatures
/s/ Kassia Miller, attorney-in-fact		7/7/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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