SEC Form 4 · accession 0001490660-16-000189
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 16, 2016
Accepted (ET)
Feb 18, 2016 · 6:24 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 16, 2016 | M | 12,950 | $0.00 | A | 145,170 | D | |
| Common StockF2,F3 | Feb 17, 2016 | S | 20,864 | $15.2661 | D | 124,306 | D | |
| Common StockF4 | Feb 17, 2016 | G | 30,425 | $0.00 | D | 93,881 | D | |
| Common StockF4,F5 | Feb 17, 2016 | G | 30,425 | $0.00 | A | 41,695 | I | by Trust2 |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1,F7 | $0.00 | Feb 16, 2016 | M | 12,950 | D | — | Dec 31, 2017 | Common Stock | 12,950 | 55,864 | D |
Explanation of responses
- F1Represents the settlement, for common stock, of previously granted market stock units (performance shares).
- F2Represents 14,255 shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units and 6,609 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.
- F3This transaction was executed in multiple trades at prices ranging from $15.145 to $15.37. 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.
- F4Shares transferred for no consideration to the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.
- F5The shares are held directly by the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.
- F6The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which the reporting person serves as trustee.
- F7Market 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.