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Filing Details

Accession Number:: 0001490660-16-000189
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-18 18:24:52
Reporting Period:: 2016-02-16

Filing Date:: 2016-02-18
Accepted Time:: 2016-02-18 18:24:52
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
1200465	M Phillip Fernandez	901 Mariners Island Blvd San Mateo CA 94404	President, Ceo & Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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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	12,950	$0.00	145,170	No	4	M	Direct
Common Stock	Disposition	2016-02-17	20,864	$15.27	124,306	No	4	S	Direct
Common Stock	Disposition	2016-02-17	30,425	$0.00	93,881	No	5	G	Direct
Common Stock	Acquisiton	2016-02-17	30,425	$0.00	41,695	No	5	G	Indirect	by Trust2

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct
No	5	G	Direct
No	5	G	Indirect	by Trust2

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Shares	Disposition	2016-02-16	12,950	$0.00	12,950	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
55,864		2017-12-31	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	310,214	Indirect	by Trust

Footnotes

Represents the settlement, for common stock, of previously granted market stock units (performance shares).
Represents 14,255 shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units and 6,609 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 $15.145 to $15.37. 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.
Shares transferred for no consideration to the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.
The shares are held directly by the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.
The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which the reporting person serves as trustee.
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.