SEC Form 4 · accession 0001490660-15-000029
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
Feb 6, 2015
Accepted (ET)
Feb 10, 2015 · 7:05 pm EST
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 | Feb 6, 2015 | A | 68,814 | $0.00 | A | 153,355 | D | |
| Common StockF2 | holding | — | — | — | 310,214 | I | by Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3 | $0.00 | Feb 6, 2015 | A | 68,814 | A | — | Dec 31, 2017 | Common Stock | 68,814 | 68,814 | D |
Explanation of responses
- F1Represents shares of common stock that are issuable pursuant to Restricted Stock Unit ("RSU") awards. The RSUs shall become vested as follows: twenty-five percent (25%) of the RSUs shall vest on the first Company Vest Date (as defined below) following the first anniversary of the date of grant (the "Initial Vest Date"), and twenty-five percent (25%) of the RSUs will vest each year thereafter on the Company Vest Date that occurs in the same month as the Initial Vest Date, subject to the reporting person continuing to be a service provider through each such date. "Company Vest Dates" are February 15, May 15, August 15, and November 15 of each year, provided, however that if a Company Vest Date would otherwise fall on a weekend or holiday, that Company Vest Date will be the first business day following the relevant Company Vest Date.
- F2The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which the reporting person serves as trustee.
- F3Market stock units are performance share awards that are subject to vesting over three performance periods ending December 31, 2015, December 31, 2016 and December 31, 2017, in each case subject to the reporting person continuing to be a service provider through the applicable vesting date. The awards become eligible to vest based on the performance of the Company's stock price compared the total return of a share of the NASDAQ Composite Index over the same comparison periods and participants have the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of target performance.