SEC Form 4 · accession 0001104659-16-140488
Marketo, Inc. · MKTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven M Winter
Officer — EVP Worldwide Field Operations
Period of report
Aug 16, 2016
Accepted (ET)
Aug 18, 2016 · 4:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001490660
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 16, 2016 | U | 84,350 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $31.67 | Aug 16, 2016 | D | 90,000 | D | — | Oct 29, 2024 | Common Stock | 90,000 | 0 | D |
| Performance SharesF4 | $0.00 | Aug 16, 2016 | D | 30,122 | D | — | Dec 31, 2018 | Common Stock | 30,122 | 0 | D |
Explanation of responses
- F1Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive shares of Common Stock of the Issuer. The RSUs were cancelled pursuant to that certain Agreement and Plan of Merger, dated May 27, 2016, between the Issuer, Milestone Holdco, LLC and Milestone Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $35.25 per share.
- F2Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
- F3The option, which provided for vesting as to one-fourth of the shares on October 30, 2015 and one forty-eighth of the shares monthly thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
- F4Market stock units ("MSUs") are performance share awards that are subject to achievement over three performance periods based on the performance of the Issuer's stock price compared to the performance of the NASDAQ Composite Index over the same periods. Pursuant to the change in control provisions set forth in the Performance Share Agreement evidencing the MSUs, the number of shares subject to the MSUs increased from 20,600, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 30,122 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.