SEC Form 4 · accession 0001104659-16-140496

Marketo, Inc. · MKTO

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

Reporting owner

Phillip M Fernandez

Officer — President, CEO & Chairman · Director

Period of report

Aug 16, 2016

Accepted (ET)

Aug 18, 2016 · 4:57 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	471,726	—	D	D
Common Stock^F2,F3	Aug 16, 2016	U	310,214	—	D	I	See Footnote
Common Stock^F2,F4	Aug 16, 2016	U	41,695	—	D	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F5	$2.38	Aug 16, 2016	D	16,059	D	—	Jan 24, 2021	Common Stock	16,059	D
Employee Stock Option (right to buy)^F6	$4.56	Aug 16, 2016	D	372,210	D	—	Apr 30, 2022	Common Stock	372,210	D
Employee Stock Option (right to buy)^F7	$7.42	Aug 16, 2016	D	375,000	D	—	Feb 6, 2023	Common Stock	375,000	D
Performance Shares^F8	$0.00	Aug 16, 2016	D	66,715	D	—	Dec 31, 2017	Common Stock	66,715	D
Performance Shares^F9	$0.00	Aug 16, 2016	D	95,046	D	—	Dec 31, 2018	Common Stock	95,046	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 shares are held directly by Phillip M. Fernandez Living Trust dated August 4, 2010, for which the Reporting Person serves as trustee.
F4The shares are held directly by Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014, for which the Reporting Person serves as trustee.
F5The option, originally for 128,469 shares and of which 112,410 shares have been exercised, which provided for vesting as to one-fourth of the shares on January 25, 2012 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.
F6The option, originally for 700,000 shares and of which 327,790 shares have been exercised, which provided for vesting as to one-fourth of the shares on May 1, 2013 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.
F7The option, which provided for vesting as to one twenty-fourth of the shares on March 7, 2015 and each month 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.
F8Market 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 55,864, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 66,715 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
F9MSUs 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 65,000, as set forth in the Reporting Person's Form 4 filed February 22, 2016, to 95,046 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.