SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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 CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Marketo, Inc. [ MKTO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock 05/29/2014 S 21,821 D $24.58 19,373 I By Gilbert H. Kliman(1)
Common Stock 05/30/2014 S 19,373 D $23.2 0 I By Gilbert H. Kliman(1)
Common Stock 05/29/2014 S 11,298 D $24.59 0 I By Bruce A. Cleveland(2)
Common Stock 05/29/2014 S 9,118 D $24.56 0 I By Nina S. Kjellson(3)
Common Stock 05/29/2014 S 23,133 D $24.57 50,300 I By Philip T. Gianos(4)
Common Stock 05/30/2014 S 1,034 D $24.16 49,266 I By Philip T. Gianos(4)
Common Stock 05/29/2014 S 22,090 D $24.57 16,613 I By Khaled A. Nasr(5)
Common Stock 05/30/2014 S 16,613 D $23.06 0 I By Khaled A. Nasr(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 CA 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 Management Partners IX, LLC

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 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 CA 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 CA 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 CA 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 CA 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 CA 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 CA 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 CA 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 shares are owned by Gilbert H. Kliman, who has sole voting and investment control over these shares which were received from pro-rata in kind distributions from the Reporting Person on May 12, 2014 and May 28, 2014.
2. The shares are owned by Bruce A. Cleveland, who has sole voting and investment control over these shares which were received from a pro-rata in kind distribution from the Reporting Person on May 28, 2014.
3. The shares are owned by Nina Kjellson, who has sole voting and investment control over these shares which were received from a pro-rata in kind distribution from the Reporting Person on May 28, 2014.
4. The shares are owned by Philip T. Gianos, who has sole voting and investment control over these shares which were received from pro-rata in kind distributions from the Reporting Person on February 25, 2014 and May 12, 2014.
5. The shares are owned by Khaled A. Nasr, who has sole voting and investment control over these shares which were received from pro-rata in kind distributions from the Reporting Person on February 12, 2014, February 25, 2014, May 12, 2014, and May 28, 2014.
Remarks:
After the 5/29/14 sales reported above, the Joint Filers cease to be a 10% Owner.
/s/ W. Stephen Holmes, Managing Director 06/02/2014
/s/ W. Stephen Holmes, Managing Director 06/02/2014
/s/ Philip T. Gianos by Karen A. Wilson, Power of Attorney 06/02/2014
/s/ Arnold L. Oronsky by Karen A. Wilson, Power of Attorney 06/02/2014
/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney 06/02/2014
/s/ W. Stephen Holmes 06/02/2014
/s/ Nina S. Kjellson by Karen A. Wilson, Power of Attorney 06/02/2014
/s/ Bruce A. Cleveland by Karen A. Wilson, Power of Attorney 06/02/2014
/s/ Khaled A. Nasr by Karen A. Wilson, Power of Attorney 06/02/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.