SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

InterWest Management Partners IX, LLC

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2013

3. Issuer Name and Ticker or Trading Symbol
Marketo, Inc. [ MKTO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,400,000	⁽¹⁾	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	3,154,228	⁽³⁾	I	See footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	570,977	⁽⁴⁾	I	See footnote⁽²⁾
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	394,714	⁽⁵⁾	I	See footnote⁽²⁾
Series F Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	227,272	⁽⁶⁾	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

InterWest Management Partners IX, LLC

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

InterWest Partners IX, LP

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GIANOS PHILIP T

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Holmes W Stephen

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kliman Gilbert H

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ORONSKY ARNOLD L

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CLEVELAND BRUCE A

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kjellson Nina S

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NASR KHALED

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

2. The shares are held by InterWest Partners IX, L.P. ("IW9"). InterWest Management Partners IX, LLC ("IMP9"), the general partner of IW9, has sole voting and investment control over the shares held by IW9. Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of IMP9. Bruce A. Cleveland, Nina Kjellson, Khaled A. Nasr and Douglas A. Pepper are the venture members of IMP9. Each of the managing directors and venture members share voting and investment control with respect to the shares held by IW9 and disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.

3. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

4. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

5. The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

6. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

	/s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC	05/16/2013
	/s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC, the General Partner of InterWest Partners IX, L.P.	05/16/2013
	/s/ Karen A. Wilson, by power of attorney for Philip T. Gianos	05/16/2013
	/s/ Karen A. Wilson, by power of attorney for W. Stephen Holmes	05/16/2013
	/s/ Karen A. Wilson, by power of attorney for Gilbert H. Kliman	05/16/2013
	/s/ Karen A. Wilson, by power of attorney for Arnold L. Oronsky	05/16/2013
	/s/ Karen A. Wilson, by power of attorney for Bruce A. Cleveland	05/16/2013
	/s/ Karen A. Wilson, by power of attorney for Nina Kjellson	05/16/2013
	/s/ Karen A. Wilson, by power of attorney for Khaled Nasr	05/16/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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