SEC Form 4 · accession 0001104659-16-140498

Marketo, Inc. · MKTO

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

Reporting owner

Jason L Holmes

Officer — EVP & Chief Operating Officer

Period of report

Aug 10, 2016

Accepted (ET)

Aug 18, 2016 · 4:59 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 Stock	Aug 10, 2016	G	1,250	$0.00	D	64,432	D
Common Stock^F1,F2	Aug 16, 2016	U	64,432	—	D	0	D

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)^F3	$7.42	Aug 16, 2016	D	22,500	D	—	Feb 6, 2023	Common Stock	22,500	D
Performance Shares^F4	$0.00	Aug 16, 2016	D	29,084	D	—	Dec 31, 2017	Common Stock	29,084	D
Performance Shares^F5	$0.00	Aug 16, 2016	D	28,075	D	—	Dec 31, 2018	Common Stock	28,075	D
Performance Shares^F6	$0.00	Aug 16, 2016	D	10,235	D	—	Dec 31, 2018	Common Stock	10,235	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 60,000 shares and of which 37,500 shares have been exercised, 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.
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 24,354, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 29,084 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
F5MSUs 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 19,200, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 28,075 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
F6MSUs 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 7,000, as set forth in the Reporting Person's Form 4 filed March 9, 2016, to 10,235 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.