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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sloan Stephen M

(Last)

(First)

(Middle)

901 MARINERS ISLAND BLVD.

SUITE 200

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2014

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Products and Engineering

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

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 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)
Common Stock	60,000⁽¹⁾	D

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)
Non-Qualified Stock Option (right to buy)	⁽²⁾	11/14/2023	Common Stock	50,000	$32.99	D

Explanation of Responses:

1. Represents shares of common stock that are issuable pursuant to two Restricted Stock Unit (RSU) awards. The first RSU award provides for vesting as follows: 8,750 shares will vest on each of July 15, 2014, July 15, 2015, July 15, 2016, and July 15, 2017, subject to the grantee continuing to be a service provider through each such date. The second RSU award provides for vesting as follows: 6,250 shares will vest on each of November 15, 2014, November 15, 2015, November 15, 2016, and November 15, 2017,subject to the grantee continuing to be a service provider through each such date.

2. The option provides for vesting as follows: 25% of the shares will vest on November 15, 2014, and the remainder of the shares will vest in equal installments each month thereafter until the option is fully vested on November 15, 2017.

	By: Margaretta Smith For: Stephen M. Sloan	02/04/2014
	** 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 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.
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.