Amended Statement of Changes in Beneficial Ownership (4/a)
November 12 2014 - 4:02PM
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
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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
*
NAHM TAE HEA
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O STORM VENTURES, 2440 SAND HILL ROAD, SUITE 301
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/12/2014
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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)
6/16/2014
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ 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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3/18/2014
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G
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V
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1686
(1)
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D
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$0
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0
(2)
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D
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Common Stock
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3/18/2014
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G
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V
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1686
(1)
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A
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$0
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5110
(2)
(3)
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I
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By Trust
(4)
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Common Stock
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2994638
(2)
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I
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See footnotes
(5)
(8)
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Common Stock
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163799
(2)
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I
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See footnotes
(6)
(8)
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Common Stock
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92769
(2)
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I
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See footnotes
(7)
(8)
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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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Shares received on 2/13/2014 through a pro rata in-kind distribution without consideration by the following funds: 1,588 shares from Storm Ventures Fund III, L.P.; and 98 shares from Storm Ventures Affiliates Fund III, L.P. On 3/18/2014, all of the shares were gifted to the Nahm Family Trust dated 9-23-1999.
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(
2)
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The original Form 4 filing omitted the reporting person's indirect holdings. This amendment also includes voluntary early reporting of a gift from the reporting person that occurred on March 18, 2014.
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(
3)
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Includes 3,424 shares received on 2/13/2014 through a pro rata in-kind distribution without consideration by Storm Ventures Principals Fund III, L.L.C.
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(
4)
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The shares are held directly by the Nahm Family Trust dated 9-23-1999 for which the reporting person serves as trustee.
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(
5)
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The shares are held directly by Storm Ventures Fund III, L.P. ("SV III").
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(
6)
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The shares are held directly by Storm Ventures Affiliates Fund III, L.P. ("SVA III").
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(
7)
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The shares are held directly by Storm Ventures Principals Fund III, L.L.C. ("SVP III").
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(
8)
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Storm Venture Associates III, L.L.C. ("SVA LLC") is the general partner of SV III and SVA III and the managing member of SVP III. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC may be deemed to share voting and investment power with respect to the shares held by SV III, SVA III and SVP III. Each of the managing directors disclaims beneficial ownership of the shares reported herein, except to the extent of his respective 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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NAHM TAE HEA
C/O STORM VENTURES
2440 SAND HILL ROAD, SUITE 301
MENLO PARK, CA 94025
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X
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Signatures
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By: Erika Payne For: Tae Hea Nahm
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11/12/2014
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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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