Marketo
Marketo, Inc. (Form: 4, Received: 08/18/2016 17:01:05)
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 *

BOSTROM SUSAN L
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
_____ Officer (give title below)      _____ Other (specify below)
(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    10951   (1) D   (2) 0   D    

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
Non-Qualified Stock Option (right to buy)   $25.45   8/16/2016     D         9055      (3) 6/12/2024   Common Stock   9055     (3) 0   D    
Non-Qualified Stock Option (right to buy)   $29.28   8/16/2016     D         8563      (4) 5/31/2025   Common Stock   8563     (4) 0   D    
Non-Qualified Stock Option (right to buy)   $35.16   8/16/2016     D         6789      (5) 5/31/2026   Common Stock   6789     (5) 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 option, which provided for vesting of all of the shares upon the earlier of (i) the 2015 annual stockholders meeting of the Issuer or (ii) June 12, 2015, 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.
( 4)  The option, which provided for vesting of all of the shares upon the earlier of (i) the 2016 annual stockholders meeting of the Issuer or (ii) June 1, 2016, 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.
( 5)  The option, which provided for vesting of all of the shares upon the earlier of (i) the 2017 annual stockholders meeting of the Issuer or (ii) June 1, 2017, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BOSTROM SUSAN L
C/O MARKETO, INC.
901 MARINERS ISLAND BLVD
SAN MATEO, CA 94404
X



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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