Statement of Changes in Beneficial Ownership (4)
June 03 2016 - 7:14PM
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
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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, 3000 SANDHILL ROAD, SUITE 4-210
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2016
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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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6/1/2016
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A
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3057
(1)
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A
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$0.00
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3057
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D
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Common Stock
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8534
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I
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By Trust
(2)
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Common Stock
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2303832
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I
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See footnotes
(3)
(4)
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Common Stock
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126020
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I
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See footnotes
(4)
(5)
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Common Stock
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71368
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I
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See footnotes
(4)
(6)
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Common Stock
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7894
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I
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See footnotes
(4)
(7)
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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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Non-Qualified Stock Option (right to buy)
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$35.16
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6/1/2016
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A
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6789
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(8)
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5/31/2016
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Common Stock
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6789
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$0.00
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6789
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D
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Explanation of Responses:
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(
1)
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Represents shares of common stock that are issuable pursuant to Restricted Stock Unit ("RSU") awards. One hundred percent (100%) of the RSUs will vest upon the earlier of (i) the 2017 annual stockholder meeting of the issuer, and (ii) one year from the grant date (June 1, 2017), subject to continued service by the reporting person on the vesting date.
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(
2)
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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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(
3)
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The shares are held directly by Storm Ventures Fund III, L.P ("SV III").
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(
4)
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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 and, as such, may be deemed to have shared power to vote and dispose of the Issuer's shares of common stock held of record by each such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC and, as such, may be deemed to have shared power to vote and dispose of the Issuer's shares of common stock held of record by each of SV III, SVA III, SVP III and SVA LLC. 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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(
5)
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The shares are held directly by Storm Ventures Affiliates Fund III, L.P. ("SVA III").
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(
6)
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The shares are held directly by Storm Ventures Principals Fund III, L.L.C. ("SVP III").
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(
7)
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The shares were issued upon settlement of restricted stock units granted to the reporting person and transferred to SVA LLC pursuant to the terms of a management agreement between SVA LLC and the reporting person. The shares include 3,671 shares that were issued upon settlement of restricted stock units on June 1, 2016 and 4,223 shares that were issued upon settlement of restricted stock units on June 1, 2015.
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(
8)
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One hundred percent (100%) of the shares underlying the option will vest upon the earlier of (i) the 2017 stockholder meeting of the Issuer and (ii) one year from the grant date (June 1, 2017), subject to continued service by the reporting person on the vesting date.
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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
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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STORM VENTURES FUND III LP
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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STORM VENTURES AFFILIATES FUND III LP
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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STORM VENTURES PRINCIPALS FUND III
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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Storm Ventures Fund IV, L.P.
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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STORM VENTURE ASSOCIATES III, L.L.C.
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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STORM VENTURE ASSOCIATES IV, L.L.C.
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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FLOYD RYAN
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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MENDEZ M ALEX
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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SUBHEDAR SANJAY
C/O STORM VENTURES
3000 SANDHILL ROAD, SUITE 4-210
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Kevin Melia Attorney-in-Fact for Tae Hea Nahm
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6/3/2016
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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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