0001104659-15-009474.txt : 20150212 0001104659-15-009474.hdr.sgml : 20150212 20150212160627 ACCESSION NUMBER: 0001104659-15-009474 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150212 DATE AS OF CHANGE: 20150212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Marketo, Inc. CENTRAL INDEX KEY: 0001490660 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 562558241 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87747 FILM NUMBER: 15606152 BUSINESS ADDRESS: STREET 1: 901 MARINERS ISLAND BLVD., SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650 376-2300 MAIL ADDRESS: STREET 1: 901 MARINERS ISLAND BLVD., SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERNANDEZ PHILLIP M CENTRAL INDEX KEY: 0001200465 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O MARKETO, INC. STREET 2: 901 MARINER'S ISLAND BLVD., SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 SC 13G/A 1 a15-4327_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.1)*

 

Marketo, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

57063L107

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 57063L107

 

 

 

 

1.

Names of Reporting Persons.
Phillip M. Fernandez

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 

 

 

(b)

 

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,890,409 (1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
1,890,409 (1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,890,409 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.4% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   Consists of (i) 254,214 shares held of record by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which Mr. Fernandez serves as trustee; and (ii) 1,636,195 shares exercisable within 60 days of December 31, 2014.

 

(2)         Based on 41,481,068 shares of common stock outstanding as of December 31, 2014.

 

2


 

Item 1.

 

(a)

Name of Issuer:
Marketo, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
901 Mariners Island Blvd.

San Mateo, CA 94404

 

Item 2.

 

(a)

Name of Person Filing:
Phillip M. Fernandez

 

(b)

Address of Principal Business Office or, if none, Residence:
Marketo, Inc.

901 Mariners Island Blvd.

San Mateo, CA 94404

 

(c)

Citizenship:
United States of America

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
57063L107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C 78c).

 

(b)

o

Bank as defined in section 3(a) (6) of the Act (15 U.S.C 78c).

 

(c)

o

Insurance company as defined in section 3(a) (19) of the Act (15 U.S.C 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

Investment adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E);

 

(f)

o

Employee benefit plan or endowment fund in accordance with SS 240. 13d-1(b) (ii) (F);

 

(g)

o

Parent holding company or control person in accordance with SS.SS.240. 13d-1(b) (ii) (G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C 80a-3);

 

(j)

o

Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J);

 

3


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

1,890,409 (1)

 

(b)

Percent of class:

4.4% (2)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote

1,890,409 (1)

 

 

(ii)

Shared power to vote or to direct the vote

-0-

 

 

(iii)

Sole power to dispose or to direct the disposition of

1,890,409 (1)

 

 

(iv)

Shared power to dispose or to direct the disposition of

-0-

 

(1)              Consists of (i) 254,214 shares held of record by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which Mr. Fernandez serves as trustee; and (ii) 1,636,195 shares exercisable within 60 days of December 31, 2014.

 

(2)              Based on 41,481,068 shares of common stock outstanding as of December 31, 2014.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

4


 

Item 10.

Certifications

Not Applicable

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2015

/s/ Phillip M. Fernandez

 

Phillip M. Fernandez

 

5