Amended Statement of Ownership (sc 13g/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Amendment No. 1) *

Marketo, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

57063L107

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 57063L107

SCHEDULE 13G

Page 2 of 11


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power -0-
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power -0-
9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person OO

CUSIP No. 57063L107

SCHEDULE 13G

Page 3 of 11


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power -0-
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power -0-
9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person PN

CUSIP No. 57063L107

SCHEDULE 13G

Page 4 of 11


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XIII, a Cayman Islands Exempted Limited Partnership
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power -0-
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power -0-
9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person PN

CUSIP No. 57063L107

SCHEDULE 13G

Page 5 of 11


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) James T. Beck
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization U.S.
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power -0-
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power -0-
9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person IN

CUSIP No. 57063L107

SCHEDULE 13G

Page 6 of 11


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Navin Chaddha
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization U.S.
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power -0-
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power -0-
9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person IN

CUSIP No. 57063L107

SCHEDULE 13G

Page 7 of 11


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Robert T. Vasan
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization U.S.
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power -0-
		6.	Shared Voting Power -0-
		7.	Sole Dispositive Power -0-
		8.	Shared Dispositive Power -0-
9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person IN


Item 1.

	(a)	Name of Issuer:
		Marketo, Inc.

	(b)	Address of Issuer’s Principal Executive Offices:

		901 Mariners Island Boulevard, Suite 200
		San Mateo, California 94404

Item 2.

	(a)	Name of Persons Filing:

		Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company (“MF XIII UGP”)

		Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (“MF XIII EGP”)

		Mayfield XIII, a Cayman Islands Exempted Limited Partnership (“MF XIII”)

		James T. Beck
		Navin Chaddha
		Robert T. Vasan

	(b)	Address of Principal Business Office:

		c/o Mayfield Fund
		2484 Sand Hill Road
		Menlo Park, CA 94025

	(c)	Citizenship:

		MF XIII UGP is a Cayman Islands Exempted Company

		MF XIII EGP is a Cayman Islands Exempted Limited Partnership

		MF XIII is a Cayman Islands Exempted Limited Partnership

		The individuals listed in Item 2(a) are U.S. citizens.

	(d)	Title of Class of Securities:

		Common Stock

	(e)	CUSIP Number:

		57063L107

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

		Not applicable


Item 4.		Ownership.

(a)		Amount beneficially owned:

		This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of December 31, 2014, the Reporting Persons do not beneficially own any shares of the Issuer’s Common Stock.

(b)		Percent of Class:

		See Item 4(a) hereof.

(c)		Number of shares as to which such person has:

		(i) sole power to vote or to direct the vote: 0

		(ii) shared power to vote or to direct the vote: 0

		(iii) sole power to dispose or direct the disposition of: 0

		(iv) shared power to dispose or direct the disposition of: 0

Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

		Not applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not applicable.

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certification.

		Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 30, 2015


MAYFIELD XIII MANAGEMENT (UGP), LTD., A CAYMAN ISLANDS EXEMPTED COMPANY

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD XIII MANAGEMENT (EGP), L.P., A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

By:		Mayfield XIII Management (UGP), Ltd.
		Its General Partner

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD XIII, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

By:		Mayfield XIII Management (EGP), L.P.
		Its General Partner

By:		Mayfield XIII Management (UGP), Ltd.
		Its General Partner

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

JAMES T. BECK

By:		/s/ James T. Beck
		James T. Beck

NAVIN CHADDHA

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

ROBERT T. VASAN

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

EXHIBIT INDEX



Ex. 24.1 -		Power of Attorney dated January 31, 2011 (incorporated by reference to Exhibit 24.1 to the Schedule 13G filed by the Reporting Persons on January 23, 2014).

Ex. 24.2 -		Power of Attorney dated January 31, 2011 (incorporated by reference to Exhibit 24.2 to the Schedule 13G filed by the Reporting Persons on January 23, 2014).

Ex. 99.1 -		Joint Filing Agreement dated January 22, 2014 (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on January 23, 2014).