SEC Form 4 · accession 0001490660-15-000035
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 17, 2015
Accepted (ET)
Feb 19, 2015 · 7:08 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 Stock | Feb 17, 2015 | M | 6,000 | $4.56 | A | 159,355 | D | |
| Common StockF2 | Feb 17, 2015 | S | 6,000 | $28.0113 | D | 153,355 | D | |
| Common Stock | Feb 18, 2015 | M | 6,000 | $4.56 | A | 159,355 | D | |
| Common StockF3 | Feb 18, 2015 | S | 6,000 | $27.3009 | D | 153,355 | D | |
| Common StockF4,F5 | Feb 18, 2015 | S | 9,865 | $27.1092 | D | 143,490 | D | |
| Common StockF6 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F7 | $4.56 | Feb 17, 2015 | M | 6,000 | D | — | Apr 30, 2022 | Common Stock | 6,000 | 670,000 | D |
| Non-Qualified Stock Option (right to buy)F7 | $4.56 | Feb 18, 2015 | M | 6,000 | D | — | Apr 30, 2022 | Common Stock | 6,000 | 664,000 | D |
Explanation of responses
- F1The shares were sold pursuant to Mr. Fernandez's 10b5-1 Plan entered into on August 27, 2014.
- F2This transaction was executed in multiple trades at prices ranging from $27.75 to $28.27. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F3This transaction was executed in multiple trades at prices ranging from $26.93 to $27.77. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F4Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its 2013 Equity Incentive Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
- F5This transaction was executed in multiple trades at prices ranging from $26.90 to $27.34. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F6The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which the reporting person serves as trustee.
- F7The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 1, 2013 and one forty-eighth of the shares vest monthly thereafter.