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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Marketo, Inc. [ MKTO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/01/2015 | A | 3,671(1) | A | $0.00 | 7,894(2) | D | |||
Common Stock | 8,534 | I | By Trust(3) | |||||||
Common Stock | 2,303,832 | I | See footnotes(4)(5) | |||||||
Common Stock | 126,020 | I | See footnotes(5)(6) | |||||||
Common Stock | 71,368 | I | See footnotes(5)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $29.28 | 06/01/2015 | A | 8,563 | (8) | 05/31/2025 | Common Stock | 8,563 | $0.00 | 8,563 | D |
Explanation of Responses: |
1. Represents shares of common stock that are issuable pursuant to Restricted Stock Unit ("RSU") awards. One hundred percent (100%) of the RSUs will vest upon the earlier of (i) the 2016 annual stockholder meeting of the issuer, and (ii) one year from the grant date (June 1, 2016), subject to continued service by the reporting person on the vesting date. |
2. Shares include 4,223 restricted stock units that fully vested on June 1, 2015. |
3. The shares are held directly by the Nahm Family Trust dated 9-23-1999 for which the reporting person serves as trustee. |
4. The shares are held directly by Storm Ventures Fund III, L.P ("SV III"). |
5. Storm Venture Associates III, L.L.C. ("SVA LLC") is the general partner of SV III and SVA III and the managing member of SVP III and, as such, may be deemed to have shared power to vote and dispose of the Issuer's shares of common stock held of record by each such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC and, as such, may be deemed to have shared power to vote and dispose of the Issuer's shares of common stock held of record by each of SV III, SVA III and SVP III. Each of the managing directors disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein. |
6. The shares are held directly by Storm Ventures Affiliates Fund III, L.P. ("SVA III"). |
7. The shares are held directly by Storm Ventures Principals Fund III, L.L.C. ("SVP III"). |
8. One hundred percent (100%) of the shares underlying the option will vest upon the earlier of (i) the 2016 stockholder meeting of the Issuer and (ii) one year from the grant date (June 1, 2016), subject to continued service by the reporting person on the vesting date. |
Remarks: |
/s/ Kevin Melia Attorney-in-Fact for Tae Hea Nahm | 06/03/2015 | |
** 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. |