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^*

Kinion Brian K

(Last)

(First)

(Middle)

901 MARINERS ISLAND BLVD

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2016

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 & Chief Financial Officer

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	58,925⁽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⁾	10/29/2024	Common Stock	14,000	$31.67	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/27/2024	Common Stock	20,000	$41.91	D

Explanation of Responses:

1. Includes 54,737 shares of common stock that are issuable pursuant to Restricted Stock Unit ("RSU") awards. The first RSU award vests as to 9,375 shares on July 15, 2016 and 9,375 on July 15, 2017. The remaining RSU awards vest on the first Company Vest Date (as defined below) on or after the dates listed as follows: 3,531 shares on August 15, 2016, 3,531 shares on August 15, 2017, 1,750 shares on November 15, 2016, 1,750 shares on November 15, 2017, 1,750 shares on November 15, 2018, 7,757 shares on February 15, 2017, 7,756 shares on February 15, 2018, 5,081 shares on February 15, 2019 and 3,081 shares on February 15, 2020, subject to the Reporting Person continuing to be a service provider through each such date. "Company Vest Dates" are February 15, May 15, August 15, and November 15 of each year, provided however that if a Company Vest Date would otherwise fall on a weekend or holiday, that Company Vest Date will be the first business day following the relevant Company Vest Date.

2. The option provides for vesting as follows: 25% of the shares vested on October 30, 2015, and the remainder of the shares will vest in equal installments each month thereafter until the option is fully vested on October 30, 2018.

3. The option provides for vesting as follows: 25% of the shares vested on January 28, 2015, and the remainder of the shares will vest in equal installments each month thereafter until the option is fully vested on January 28, 2018.

	By: Erika Payne For: Brian K. Kinion	03/09/2016
	** 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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