Marketo
Marketo, Inc. (Form: 4, Received: 08/18/2016 16:59:23)
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FERNANDEZ PHILLIP M
2. Issuer Name and Ticker or Trading Symbol

Marketo, Inc. [ MKTO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO & Chairman
(Last)          (First)          (Middle)

C/O MARKETO, INC., 901 MARINERS ISLAND BLVD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/16/2016
(Street)

SAN MATEO, CA 94404
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/16/2016     U    471726   (1) D   (2) 0   D    
Common Stock   8/16/2016     U    310214   D   (2) 0   I   See Footnote   (3)
Common Stock   8/16/2016     U    41695   D   (2) 0   I   See Footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (right to buy)   $2.38   8/16/2016     D         16059      (5) 1/24/2021   Common Stock   16059     (5) 0   D    
Employee Stock Option (right to buy)   $4.56   8/16/2016     D         372210      (6) 4/30/2022   Common Stock   372210     (6) 0   D    
Employee Stock Option (right to buy)   $7.42   8/16/2016     D         375000      (7) 2/6/2023   Common Stock   375000     (7) 0   D    
Performance Shares   $0.00   8/16/2016     D         66715      (8) 12/31/2017   Common Stock   66715     (8) 0   D    
Performance Shares   $0.00   8/16/2016     D         95046      (9) 12/31/2018   Common Stock   95046     (9) 0   D    

Explanation of Responses:
( 1)  Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive shares of Common Stock of the Issuer. The RSUs were cancelled pursuant to that certain Agreement and Plan of Merger, dated May 27, 2016, between the Issuer, Milestone Holdco, LLC and Milestone Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $35.25 per share.
( 2)  Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
( 3)  The shares are held directly by Phillip M. Fernandez Living Trust dated August 4, 2010, for which the Reporting Person serves as trustee.
( 4)  The shares are held directly by Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014, for which the Reporting Person serves as trustee.
( 5)  The option, originally for 128,469 shares and of which 112,410 shares have been exercised, which provided for vesting as to one-fourth of the shares on January 25, 2012 and one forty-eighth of the shares monthly thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
( 6)  The option, originally for 700,000 shares and of which 327,790 shares have been exercised, which provided for vesting as to one-fourth of the shares on May 1, 2013 and one forty-eighth of the shares monthly thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
( 7)  The option, which provided for vesting as to one twenty-fourth of the shares on March 7, 2015 and each month thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
( 8)  Market stock units ("MSUs") are performance share awards that are subject to achievement over three performance periods based on the performance of the Issuer's stock price compared to the performance of the NASDAQ Composite Index over the same periods. Pursuant to the change in control provisions set forth in the Performance Share Agreement evidencing the MSUs, the number of shares subject to the MSUs increased from 55,864, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 66,715 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
( 9)  MSUs are performance share awards that are subject to achievement over three performance periods based on the performance of the Issuer's stock price compared to the performance of the NASDAQ Composite Index over the same periods. Pursuant to the change in control provisions set forth in the Performance Share Agreement evidencing the MSUs, the number of shares subject to the MSUs increased from 65,000, as set forth in the Reporting Person's Form 4 filed February 22, 2016, to 95,046 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FERNANDEZ PHILLIP M
C/O MARKETO, INC.
901 MARINERS ISLAND BLVD
SAN MATEO, CA 94404
X
President, CEO & Chairman

Signatures
/s/ Margo Smith, by power of attorney 8/18/2016
** 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 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).
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