Statement of Changes in Beneficial Ownership (4)
May 14 2014 - 4:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
InterWest Partners IX, LP
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2. Issuer Name
and
Ticker or Trading Symbol
Marketo, Inc.
[
MKTO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O INTERWEST PARTNERS, 2710 SAND HILL ROAD, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2014
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/12/2014
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J
(1)
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974000
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D
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$0.00
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4689756
(3)
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D
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Common Stock
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5/12/2014
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J
(1)
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194800
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A
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$0.00
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194800
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I
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By InterWest Management Partners IX, LLC
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Common Stock
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5/12/2014
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J
(2)
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194800
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D
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$0.00
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0
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I
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By InterWest Management Partners IX, LLC
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Common Stock
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5/12/2014
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J
(2)
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26393
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A
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$0.00
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47040
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I
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By Philip T. Gianos
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Common Stock
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5/12/2014
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J
(2)
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34130
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A
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$0.00
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86689
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I
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By Arnold L. Oronsky
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Common Stock
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5/12/2014
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J
(2)
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25597
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A
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$0.00
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40597
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I
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By Gilbert H. Kliman
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Common Stock
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5/12/2014
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J
(2)
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8532
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A
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$0.00
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21672
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I
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By W. Stephen Holmes
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Common Stock
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5/12/2014
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J
(2)
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9118
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A
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$0.00
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23158
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I
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By Nina S. Kjellson
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Common Stock
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5/12/2014
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J
(2)
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11298
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A
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$0.00
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11298
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I
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By Bruce A. Cleveland
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Common Stock
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5/12/2014
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J
(2)
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10933
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A
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$0.00
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27770
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I
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By Khaled A. Nasr
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Represents pro rata in-kind distribution by InterWest Partners IX, LP ("IP9") without consideration to its limited and general partners in accordance with the terms of the InterWest Partners IX, LP Limited Partnership Agreement. Includes 194,800 shares distributed to InterWest Management Partners IX, LLC ("IMP9") its general partner.
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(
2)
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Represents pro rata in-kind distribution by IMP9 without consideration to its members in accordance with the terms of the InterWest Management Partners IX, LLC Operating Agreement. Includes 26,393 shares distributed to Gianos, 34,130 shares distributed to Oronsky, 25,597 shares distributed to Kliman, 8,532 shares distributed to Holmes, 9,118 shares distributed to Kjellson, 11,298 shares distributed to Cleveland and 10,933 shares distributed to Nasr.
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(
3)
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The shares are owned by IP9. The general partner of IP9 is IMP9. Gianos, Oronsky, Kliman, Holmes, Kjellson, Cleveland, Pepper and Nasr have shared voting and investment control over shares owned by IP9, and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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InterWest Partners IX, LP
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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InterWest Management Partners IX, LLC
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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GIANOS PHILIP T
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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ORONSKY ARNOLD L
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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Kliman Gilbert H
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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Holmes W Stephen
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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Kjellson Nina S
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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CLEVELAND BRUCE A
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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NASR KHALED
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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Signatures
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/s/ W. Stephen Holmes, Managing Director
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5/14/2014
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**
Signature of Reporting Person
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Date
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/s/ W. Stephen Holmes, Managing Director
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5/14/2014
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**
Signature of Reporting Person
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Date
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/s/ Philip T. Gianos by Karen A. Wilson, Power of Attorney
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5/14/2014
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**
Signature of Reporting Person
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Date
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/s/ Arnold L. Oronsky by Karen A. Wilson, Power of Attorney
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5/14/2014
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**
Signature of Reporting Person
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Date
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/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
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5/14/2014
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**
Signature of Reporting Person
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Date
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/s/ W. Stephen Holmes
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5/14/2014
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**
Signature of Reporting Person
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Date
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/s/ Nina S. Kjellson by Karen A. Wilson, Power of Attorney
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5/14/2014
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**
Signature of Reporting Person
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Date
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/s/ Bruce A. Cleveland by Karen A. Wilson, Power of Attorney
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5/14/2014
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**
Signature of Reporting Person
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Date
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/s/ Khaled A. Nasr by Karen A. Wilson, Power of Attorney
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5/14/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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