SEC Form 4 · accession 0001104659-16-140497
Marketo, Inc. · MKTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger S Siboni
Director
Period of report
Aug 16, 2016
Accepted (ET)
Aug 18, 2016 · 4:58 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 | 10,951 | — | 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 | $2.74 | Aug 16, 2016 | D | 42,990 | D | — | Oct 3, 2021 | Common Stock | 42,990 | 0 | D |
| Stock Option (right to buy)F4 | $12.00 | Aug 16, 2016 | D | 16,800 | D | — | Apr 30, 2023 | Common Stock | 16,800 | 0 | D |
| Non-Qualified Stock Option (right to buy)F5 | $25.45 | Aug 16, 2016 | D | 9,055 | D | — | Jun 12, 2024 | Common Stock | 9,055 | 0 | D |
| Non-Qualified Stock Option (right to buy)F6 | $29.28 | Aug 16, 2016 | D | 8,563 | D | — | May 31, 2025 | Common Stock | 8,563 | 0 | D |
| Non-Qualified Stock Option (right to buy)F7 | $35.16 | Aug 16, 2016 | D | 6,789 | D | — | May 31, 2026 | Common Stock | 6,789 | 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, originally for 115,000 shares and of which 72,010 shares have been exercised, which provide for vesting of 2,500 shares per month beginning on November 4, 2011 through October 3, 2014 and the remaining 25,000 shares vest ratably over the following twelve months, 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 prices of the option multiplied by (y) the number of disposed option shares.
- F4The 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.
- F5The 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.
- F6The 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.
- F7The 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.