SEC Form 4 · accession 0001104659-16-140491

Marketo, Inc. · MKTO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Tae Hea Nahm

Director

Period of report

Aug 16, 2016

Accepted (ET)

Aug 18, 2016 · 4:56 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	D/I	Nature of ownership
Common Stock^F1,F2	Aug 16, 2016	U	3,057	—	D	D
Common Stock^F2,F3	Aug 16, 2016	U	8,534	—	D	I	See Footnote
Common Stock^F2,F4,F5	Aug 16, 2016	U	2,303,832	—	D	I	See Footnote
Common Stock^F2,F5,F6	Aug 16, 2016	U	126,020	—	D	I	See Footnote
Common Stock^F2,F5,F7	Aug 16, 2016	U	71,368	—	D	I	See Footnote
Common Stock^F2,F5,F8	Aug 16, 2016	U	7,894	—	D	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F9	$12.00	Aug 16, 2016	D	16,800	D	—	Apr 30, 2023	Common Stock	16,800	D
Non-Qualified Stock Option (right to buy)^F10	$25.45	Aug 16, 2016	D	9,055	D	—	Jun 12, 2024	Common Stock	9,055	D
Non-Qualified Stock Option (right to buy)^F11	$29.28	Aug 16, 2016	D	8,563	D	—	May 31, 2025	Common Stock	8,563	D
Non-Qualified Stock Option (right to buy)^F12	$35.16	Aug 16, 2016	D	6,789	D	—	May 31, 2026	Common Stock	6,789	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.
F10The option, which provided for vesting of all of the shares upon the earlier of (i) the 2015 annual stockholders meeting of the Issuer or (ii) June 12, 2015, 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.
F11The option, which provided for vesting of all of the shares upon the earlier of (i) the 2016 annual stockholders meeting of the Issuer or (ii) June 1, 2016, 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.
F12The option, which provided for vesting of all of the shares upon the earlier of (i) the 2017 annual stockholders meeting of the Issuer or (ii) June 1, 2017, 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.
F2Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
F3The shares are held directly by Nahm Family Trust dated 9-23-1999, for which the Reporting Person serves as trustee.
F4The shares are held directly by Storm Ventures Fund III, L.P. ("SV III").
F5Storm Ventures Associates III, L.L.C. ("SVA LLC") is the general partners of SV III and SVA III and the managing member of SVP III and may be deemed to have shared voting and dispositive power over the shares held by SV III, SVA III and SVP III. The Reporting Person is a managing member of SVA LLC and may be deemed to have shared voting and dispositive power over the shares held by SV III, SVA III and SVP III. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F6The shares are held directly by Storm Ventures Affiliates Fund III, L.P. ("SVA III").
F7The shares are held directly by Storm Ventures Principals Fund III, L.P. ("SVP III").
F8The shares are held directly by SVA LLC pursuant to the terms of a management agreement between SVA LLC and the Reporting Person.
F9The option, which provided for vesting of all of the shares upon the earlier of (i) the 2014 annual stockholders meeting of the Issuer or (ii) May 1, 2014, 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.