FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

FERNANDEZ PHILLIP M 		2. Issuer Name and Ticker or Trading Symbol

Marketo, Inc. [ MKTO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO & Chairman
(Last)          (First)          (Middle)

901 MARINERS ISLAND BLVD 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2016
(Street)

SAN MATEO, CA 94404
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/16/2016     M    12950.0   (1) A $0.0   145170   D    
Common Stock   2/17/2016     S    20864.0   (2) D $15.2661   (3) 124306   D    
Common Stock   2/17/2016     G   V 30425.0   (4) D $0.0   93881   D    
Common Stock   2/17/2016     G   V 30425.0   (4) A $0.0   41695   I   by Trust2   (5)
Common Stock                  310214   I   by Trust   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares   $0.0   2/16/2016     M         12950.0   (1)     (7) 12/31/2017   Common Stock   12950   $0.0   55864   D    

Explanation of Responses:
( 1)  Represents the settlement, for common stock, of previously granted market stock units (performance shares).
( 2)  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.
( 3)  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.
( 4)  Shares transferred for no consideration to the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.
( 5)  The shares are held directly by the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.
( 6)  The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FERNANDEZ PHILLIP M
901 MARINERS ISLAND BLVD
SAN MATEO, CA 94404 		X
President, CEO & Chairman

Signatures
By: Erika Payne For: Phillip M. Fernandez 2/18/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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