0001490660-16-000185.txt : 20160218 0001490660-16-000185.hdr.sgml : 20160218 20160218172729 ACCESSION NUMBER: 0001490660-16-000185 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160216 FILED AS OF DATE: 20160218 DATE AS OF CHANGE: 20160218 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Margo CENTRAL INDEX KEY: 0001484757 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35909 FILM NUMBER: 161439072 MAIL ADDRESS: STREET 1: C/O MARKETO INC. STREET 2: 901 MARINERS ISLAND BLVD. SUITE 500 CITY: SAN MATEO STATE: CA ZIP: 94404 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2016-02-16 1 0001490660 Marketo, Inc. MKTO 0001484757 Smith Margo 901 MARINERS ISLAND BLVD SAN MATEO CA 94404 0 1 0 0 SVP, GC & Secretary Common Stock 2016-02-16 4 M 0 4328.0 0.0 A 46958 D Common Stock 2016-02-17 4 S 0 5151.0 15.3249 D 41807 D Common Stock 2016-02-17 4 A 0 10600.0 0.0 A 52407 D Performance Shares 0.0 2016-02-16 4 M 0 4328.0 0.0 D 2017-12-31 Common Stock 4328 18672 D Performance Shares 0.0 2016-02-17 4 A 0 10600.0 0.0 A 2018-12-31 Common Stock 10600 10600 D Represents the settlement, for common stock, of previously granted market stock units (performance shares). Includes 855 shares of common stock acquired under Marketo's Employee Stock Purchase Plan on 2/16/2016. Represents 3,523 shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units and 1,628 shares sold to cover tax withholding obligations in connection with the vesting of market stock units. This sale is mandated by the Issuer's election under its 2013 Equity Incentive Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. This transaction was executed in multiple trades at prices ranging from $14.72 to $15.64. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Represents shares of common stock that are issuable pursuant to Restricted Stock Unit ("RSU") awards. The RSUs shall become vested as follows: twenty-five percent (25%) of the RSUs will vest on the first Company Vest Date (as defined below) on or after the first anniversary of February 15, 2016 (the "Initial Vest Date"), and twenty-five (25%) of the RSUs will vest each year thereafter on the Company Vest Date that occurs in the same month as the Initial Vest Date, subject to participant 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. Market stock units are performance share awards that are subject to vesting over three performance periods ending December 31, 2015, December 31, 2016 and December 31, 2017, in each case subject to the reporting person continuing to be a service provider through the applicable vesting date. The awards become eligible to vest based on the performance of the Company's stock price compared the total return of a share of the NASDAQ Composite Index over the same comparison periods and the reporting person has the ability to earn up to 150% of the baseline award (as previously reported) based on certain levels of achievement in excess of target performance. Market stock units are performance share awards that are subject to vesting over three performance periods ending December 31, 2016, December 31, 2017 and December 31, 2018, in each case subject to the reporting person continuing to be a service provider through the applicable vesting date. The awards become eligible to vest based on the performance of the Company's stock price compared the total return of a share of the NASDAQ Composite Index over the same comparison periods and the reporting person has the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of target performance. By: Erika Payne For: Margo Smith 2016-02-18