SEC Form 4 · accession 0001490660-16-000185
Marketo, Inc. · MKTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Margo Smith
Officer — SVP, GC & Secretary
Period of report
Feb 16, 2016
Accepted (ET)
Feb 18, 2016 · 5:27 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,F2 | Feb 16, 2016 | M | 4,328 | $0.00 | A | 46,958 | D | |
| Common StockF3,F4 | Feb 17, 2016 | S | 5,151 | $15.3249 | D | 41,807 | D | |
| Common StockF5 | Feb 17, 2016 | A | 10,600 | $0.00 | A | 52,407 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1,F6 | $0.00 | Feb 16, 2016 | M | 4,328 | D | — | Dec 31, 2017 | Common Stock | 4,328 | 18,672 | D |
| Performance SharesF7 | $0.00 | Feb 17, 2016 | A | 10,600 | A | — | Dec 31, 2018 | Common Stock | 10,600 | 10,600 | D |
Explanation of responses
- F1Represents the settlement, for common stock, of previously granted market stock units (performance shares).
- F2Includes 855 shares of common stock acquired under Marketo's Employee Stock Purchase Plan on 2/16/2016.
- F3Represents 3,523 shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units and 1,628 shares sold to cover tax withholding obligations in connection with the vesting of market 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.
- F4This transaction was executed in multiple trades at prices ranging from $14.72 to $15.64. 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.
- F5Represents 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 will vest on the first Company Vest Date (as defined below) on or after the first anniversary of February 15, 2016 (the "Initial Vest Date"), and twenty-five (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 participant 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.
- F6Market 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 the reporting person has the ability to earn up to 150% of the baseline award (as previously reported) based on certain levels of achievement in excess of target performance.
- F7Market stock units are performance share awards that are subject to vesting over three performance periods ending December 31, 2016, December 31, 2017 and December 31, 2018, 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 the reporting person has the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of target performance.