Filing Details

Accession Number:
0001490660-16-000181
Form Type:
4
Zero Holdings:
No
Publication Time:
2016-02-18 17:06:39
Reporting Period:
2016-02-16
Filing Date:
2016-02-18
Accepted Time:
2016-02-18 17:06:39
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1490660 Marketo Inc. MKTO Services-Prepackaged Software (7372) 562558241
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1175993 Frederick Ball 901 Mariners Island Blvd
San Mateo CA 94404
Svp & Chief Financial Officer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2016-02-16 6,022 $0.00 69,454 No 4 M Direct
Common Stock Disposition 2016-02-17 8,340 $15.32 61,114 No 4 S Direct
Common Stock Acquisiton 2016-02-17 28,000 $0.00 89,114 No 4 A Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
No 4 A Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Performance Shares Disposition 2016-02-16 6,022 $0.00 6,022 $0.00
Common Stock Performance Shares Acquisiton 2016-02-17 28,000 $0.00 28,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
25,978 2017-12-31 No 4 M Direct
28,000 2018-12-31 No 4 A Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 2,016 Indirect by Trust
Footnotes
  1. Represents the settlement, for common stock, of previously granted market stock units (performance shares).
  2. Includes 854 shares of common stock acquired under Marketo's Employee Stock Purchase Plan on 2/16/2016.
  3. Represents 6,136 shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units and 2,204 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.
  4. This transaction was executed in multiple trades at prices ranging from $14.79 to $15.60. 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.
  5. 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.
  6. The shares are held directly by The 1998 Ball Family Trust for which the Reporting Person serves as trustee.
  7. 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.
  8. 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.