0001144204-16-082828.txt : 20160216 0001144204-16-082828.hdr.sgml : 20160215 20160216171045 ACCESSION NUMBER: 0001144204-16-082828 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: M. ALEX MENDEZ GROUP MEMBERS: RYAN FLOYD GROUP MEMBERS: SANJAY SUBHEDAR GROUP MEMBERS: STORM VENTURE ASSOCIATES III, L.L.C. GROUP MEMBERS: STORM VENTURES AFFILIATES FUND III, L.P. GROUP MEMBERS: STORM VENTURES PRINCIPALS FUND III, L.L.C. GROUP MEMBERS: TAE HEA NAHM 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: 161430136 BUSINESS ADDRESS: STREET 1: 901 MARINERS ISLAND BLVD., SUITE 500 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650 376-2300 MAIL ADDRESS: STREET 1: 901 MARINERS ISLAND BLVD., SUITE 500 CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STORM VENTURES FUND III LP CENTRAL INDEX KEY: 0001313016 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2440 SAND HILL ROAD STREET 2: SUITE 301 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.926.8800 MAIL ADDRESS: STREET 1: 2440 SAND HILL ROAD STREET 2: SUITE 301 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 v431833_sc13ga.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. 2)*

 

Marketo, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

57063L107

(CUSIP Number)

 

December 31, 2015

(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 Page 2 of 13 Pages
 

  1. Names of Reporting Persons.
Storm Ventures Fund III, L.P.
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
  3. SEC Use Only
  4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
-0-
6. Shared Voting Power
2,303,832 (1)
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
2,303,832 (1)
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,303,832 (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)
5.3% (2)
  12. Type of Reporting Person (See Instructions)
PN
           

 
(1)Storm Venture Associates III, L.L.C. (“SVA LLC”) is the general partner of Storm Ventures Fund III, L.P. (“SV III”) and Storm Ventures Affiliates Fund III, L.P. (“SVA III”) and the managing member of Storm Ventures Principals Fund III, L.L.C. (“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.

 

(2)Based on 43,301,102 shares of the Issuer’s common stock outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.

 

 
 

 

CUSIP No. 57063L107 Page 3 of 13 Pages
 

  1. Names of Reporting Persons.
Storm Ventures Affiliates Fund III, L.P.
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
  3. SEC Use Only
  4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
-0-
6. Shared Voting Power
126,020 (1)
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
126,020 (1)
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
126,020 (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)
0.3% (2)
  12. Type of Reporting Person (See Instructions)
PN
           

 
(1)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.

 

(2)Based on 43,301,102 shares of the Issuer’s common stock outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.

 

 
 

 

CUSIP No. 57063L107 Page 4 of 13 Pages
 

  1. Names of Reporting Persons.
Storm Ventures Principals Fund III, L.L.C.
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
  3. SEC Use Only
  4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
-0-
6. Shared Voting Power
71,368 (1)
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
71,368 (1)
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
71,368 (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)
0.2% (2)
  12. Type of Reporting Person (See Instructions)
OO
           

 
(1)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.

 

(2)Based on 43,301,102 shares of the Issuer’s common stock outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015.

 

 
 

 

CUSIP No. 57063L107 Page 5 of 13 Pages
 

  1. Names of Reporting Persons.
Storm Venture Associates III, L.L.C.
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
  3. SEC Use Only
  4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
-0-
6. Shared Voting Power
2,531,298 (1)
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
2,531,298 (1)
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,531,298 (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)
5.8% (2)
  12. Type of Reporting Person (See Instructions)
OO
           

 
(1)Consists of (i) 2,303,832 shares of the Issuer’s common stock held of record by SV III, (ii) 126,020 shares of the Issuer’s common stock held of record by SVA III, (iii) 71,368 shares of the Issuer’s common stock held of record by SVP III, (iv) 4,223 shares of the Issuer’s common stock issued upon settlement of restricted stock units granted to Tae Hea Nahm and transferred to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, (v) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (vi) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm. 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.

 

(2)Based on 43,326,957 shares of the Issuer’s common stock, which includes (i) 43,301,102 shares of the Issuer’s common stock outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015, (ii) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (iii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm.

 

 
 

 

CUSIP No. 57063L107 Page 6 of 13 Pages
 

  1. Names of Reporting Persons.
Tae Hea Nahm
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
  3. SEC Use Only
  4. Citizenship or Place of Organization
USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
-0-
6. Shared Voting Power
2,539,832 (1)
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
2,539,832 (1)
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,539,832 (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)
5.9% (2)
  12. Type of Reporting Person (See Instructions)
IN
           

 
(1)Consists of (i) 8,534 shares of the Issuer’s common stock held of record by the Nahm Family Trust dated 9-23-1999, (ii) 2,303,832 shares of the Issuer’s common stock held of record by SV III, (iii) 126,020 shares of the Issuer’s common stock held of record by SVA III, (iv) 71,368 shares of the Issuer’s common stock held of record by SVP III, (v) 4,223 shares of the Issuer’s common stock issued upon settlement of restricted stock units granted to Tae Hea Nahm and transferred to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, (vi) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which is deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (vii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which is deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm. Tae Hea Nahm is a trustee of the Nahm Family Trust dated 9-23-1999 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 such trust. 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.

 

(2)Based on 43,326,957 shares of the Issuer’s common stock, which includes (i) 43,301,102 shares of the Issuer’s common stock outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015, (ii) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which is deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (iii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which is deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm.

 

 
 

 

CUSIP No. 57063L107 Page 7 of 13 Pages
 

  1. Names of Reporting Persons.
Ryan Floyd
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
  3. SEC Use Only
  4. Citizenship or Place of Organization
USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
1,012 (1)
6. Shared Voting Power
2,533,010 (2)
7. Sole Dispositive Power
1,012 (1)
8. Shared Dispositive Power
2,533,010 (2)
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,534,022 (1)(2)
  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)
5.8% (3)
  12. Type of Reporting Person (See Instructions)
IN
           

 
(1)Represents shares of common stock held of record by Ryan Floyd.

 

(2)Consists of (i) 1,712 shares of the Issuer’s common stock held of record by the 2001 Gray Trust UDT May 14, 2001, (ii) 2,303,832 shares of the Issuer’s common stock held of record by SV III, (iii) 126,020 shares of the Issuer’s common stock held of record by SVA III, (iv) 71,368 shares of the Issuer’s common stock held of record by SVP III, (v) 4,223 shares of the Issuer’s common stock issued upon settlement of restricted stock units granted to Tae Hea Nahm and transferred to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, (vi) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (vii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm. Ryan Floyd is a trustee of the 2001 Gray Trust UDT May 14, 2001 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 such trust. 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.

 

(3)Based on 43,326,957 shares of the Issuer’s common stock, which includes (i) 43,301,102 shares of the Issuer’s common stock outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015, (ii) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (iii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm.

 

 
 

 

CUSIP No. 57063L107 Page 8 of 13 Pages
 

  1. Names of Reporting Persons.
M. Alex Mendez
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
  3. SEC Use Only
  4. Citizenship or Place of Organization
USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
-0-
6. Shared Voting Power
2,532,984 (1)
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
2,532,984 (1)
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,532,984 (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)
5.8% (2)
  12. Type of Reporting Person (See Instructions)
IN
           

 
(1)Consists of (i) 1,686 shares of the Issuer’s common stock held of record by the UA 10/14/1992 Mendez Trust, (ii) 2,303,832 shares of the Issuer’s common stock held of record by SV III, (iii) 126,020 shares of the Issuer’s common stock held of record by SVA III, (iv) 71,368 shares of the Issuer’s common stock held of record by SVP III, (v) 4,223 shares of the Issuer’s common stock issued upon settlement of restricted stock units granted to Tae Hea Nahm and transferred to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm. M, (vi) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (vii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm. Alex Mendez is a trustee of the UA 10/14/1992 Mendez Trust 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 such trust. 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.

 

(2)Based on 43,326,957 shares of the Issuer’s common stock, which includes (i) 43,301,102 shares of the Issuer’s common stock outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015, (ii) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (iii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm.

 

 
 

 

CUSIP No. 57063L107 Page 9 of 13 Pages
 

  1. Names of Reporting Persons.
Sanjay Subhedar
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
  3. SEC Use Only
  4. Citizenship or Place of Organization
USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
1,686 (1)
6. Shared Voting Power
2,540,994 (2)
7. Sole Dispositive Power
1,686 (1)
8. Shared Dispositive Power
2,540,994 (2)
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,542,680 (1)(2)
  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)
5.9% (3)
  12. Type of Reporting Person (See Instructions)
IN
           

 
(1)Represents shares of common stock held of record Sanjay Subhedar.

 

(2)Consists of (i) 9,696 shares of the Issuer’s common stock held of record by Vayam Investments, L.P., (ii) 2,303,832 shares of the Issuer’s common stock held of record by SV III, (iii) 126,020 shares of the Issuer’s common stock held of record by SVA III, (iv) 71,368 shares of the Issuer’s common stock held of record by SVP III, (v) 4,223 shares of the Issuer’s common stock issued upon settlement of restricted stock units granted to Tae Hea Nahm and transferred to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, (vi) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (vii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm. Sanjay Subhedar is a trustee of the Vayam Revocable Trust, which serves as the general partner of Vayam Investments, L.P. and, as such, he may be deemed to have shared power to vote and dispose of the shares held of record by such entity. 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.

 

(3)Based on 43,326,957 shares of the Issuer’s common stock, which includes (i) 43,301,102 shares of the Issuer’s common stock outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015, (ii) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (iii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm.

 

 
 

 

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:

 

This Amendment No. 2 to Schedule 13G (the “Amendment”) amends the Schedule 13G (the “Statement”) initially filed with the Securities and Exchange Commission (the “Commission”) on February 18, 2014, as amended by Amendment No. 1 (the “Amendment No. 1”) filed with the Commission on February 13, 2015. This Amendment is being jointly filed by Storm Ventures Fund III, L.P. (“SV III”), Storm Ventures Affiliates Fund III, L.P. (“SVA III”), Storm Ventures Principals Fund III, L.L.C. (“SVP III”), Storm Venture Associates III, L.L.C. (“SVA LLC”), Tae Hea Nahm, Ryan Floyd, M. Alex Mendez and Sanjay Subhedar (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2015, a copy of which was filed as an exhibit to Amendment No. 1, and is incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file the Statement and all amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

  (b)

Address of Principal Business Office or, if none, Residence:

 

c/o Storm Ventures

3000 Sand Hill Road, Suite 4-210

Menlo Park, CA 94025

  (c)

Citizenship:

 

See Item 4 of the cover page for each Reporting Person

  (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:

Not Applicable.

 

Item 4. Ownership
The approximate percentages of the Issuer’s common stock reported as beneficially owned by each Reporting Person is based upon 43,301,102 shares outstanding as of November 2, 2015, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2015; provided, that the approximate percentage of the Issuer’s common stock reported as beneficially owned by SVA LLC, Tae Hea Nahm, Ryan Floyd, M. Alex Mendez and Sanjay Subhedar is based upon 43,326,957 shares of the Issuer’s common stock, which includes (i) 43,301,102 shares outstanding as of November 2, 2015,  (ii) 16,800 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm, and (iii) 9,055 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2015 upon the exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of a management agreement between SVA LLC and Tae Hea Nahm.
  (a)

Amount beneficially owned:   

 

See Row 9 of the cover page for each Reporting Person.

 

 

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  (b)

Percent of class:   

 

See Row 11 of the cover page for each Reporting Person.

 

  (c) Number of shares as to which the person has:
    (i)

Sole power to vote or to direct the vote   

 

See Row 5 of the cover page for each Reporting Person.

 

    (ii)

Shared power to vote or to direct the vote    

 

See Row 6 of the cover page for each Reporting Person.

 

    (iii)

Sole power to dispose or to direct the disposition of   

 

See Row 7 of the cover page for each Reporting Person.

 

    (iv)

Shared power to dispose or to direct the disposition of   

 

See Row 8 of the cover page for each Reporting Person.

 

 
Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Under certain circumstances set forth in the partnership agreements of SV III, SVA III and SVP III, the general and limited partners may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer’s common stock owned by the applicable fund. Under certain circumstances set forth in the limited liability company agreement of SVA LLC, the members may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer’s common stock owned by SVA LLC. Under certain circumstances set forth in the management agreement by and between SVA LLC and Tae Hea Nahm, SVA LLC may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer’s common stock owned by Tae Hea Nahm.
 
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 the Group

Not Applicable.

 

Item 10. Certifications

Not Applicable.

 

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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 16, 2016

 

  Storm Ventures Fund III, L.P.
     
  By: Storm Venture Associates III, L.L.C., its General Partner
     
  By: /s/ Kevin Melia
    Kevin Melia
    Attorney-in-Fact
     
  Storm Ventures Affiliates Fund III, L.P.
     
  By: Storm Venture Associates III, L.L.C., its General Partner
     
  By: /s/ Kevin Melia
    Kevin Melia
    Attorney-in-Fact
     
  Storm Ventures Principals Fund III, L.L.C.
     
  By: Storm Venture Associates III, L.L.C., its Managing Member
     
  By: /s/ Kevin Melia
    Kevin Melia
    Attorney-in-Fact
     
  Storm Venture Associates III, L.L.C.
     
  By: /s/ Kevin Melia
    Kevin Melia
    Attorney-in-Fact
     
  Tae Hea Nahm
     
  By: /s/ Kevin Melia
   

Kevin Melia

Attorney-in-Fact

     
  Ryan Floyd
     
  By: /s/Kevin Melia
    Kevin Melia
    Attorney-in-Fact
     
  M. Alex Mendez
     
  By: /s/Kevin Melia
    Kevin Melia
    Attorney-in-Fact
     
  Sanjay Subhedar
     
  By: /s/Kevin Melia
    Kevin Melia
    Attorney-in-Fact

 

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EXHIBIT INDEX

 

Exhibit 1: Joint Filing Agreement, dated February 13, 2015, among the Reporting Persons (incorporated by reference to Exhibit 1 to the Statement filed with the Commission on February 13, 2015)

 

Exhibit 2: Power of Attorney – Storm Ventures Fund III, L.P., dated February 13, 2015 (incorporated by reference to Exhibit 2 to the Statement filed with the Commission on February 13, 2015)

 

Exhibit 3: Power of Attorney – Storm Ventures Affiliates Fund III, L.P., dated February 13, 2015 (incorporated by reference to Exhibit 3 to the Statement filed with the Commission on February 13, 2015)

 

Exhibit 4: Power of Attorney – Storm Ventures Principals Fund III, L.L.C., dated February 13, 2015 (incorporated by reference to Exhibit 4 to the Statement filed with the Commission on February 13, 2015)

 

Exhibit 5: Power of Attorney – Storm Venture Associates III, L.L.C., dated February 13, 2015 (incorporated by reference to Exhibit 5 to the Statement filed with the Commission on February 13, 2015)

 

Exhibit 6: Power of Attorney – Tae Hea Nahm, dated February 13, 2015 (incorporated by reference to Exhibit 6 to the Statement filed with the Commission on February 13, 2015)

 

Exhibit 7: Power of Attorney – Ryan Floyd, dated February 13, 2015 (incorporated by reference to Exhibit 7 to the Statement filed with the Commission on February 13, 2015)

 

Exhibit 8: Power of Attorney – M. Alex Mendez, dated February 13, 2015 (incorporated by reference to Exhibit 8 to the Statement filed with the Commission on February 13, 2015)

 

Exhibit 9: Power of Attorney – Sanjay Subhedar, dated February 13, 2015 (incorporated by reference to Exhibit 9 to the Statement filed with the Commission on February 13, 2015)

 

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