SEC Form 4 · accession 0001490660-16-000191
Marketo, Inc. · MKTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Phillip M Fernandez
Officer — President, CEO & Chairman · Director
Period of report
Feb 18, 2016
Accepted (ET)
Feb 22, 2016 · 6:28 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 18, 2016 | A | 65,000 | $0.00 | A | 41,695 | D | |
| Common StockF2 | holding | — | — | — | 310,214 | I | by Trust | |
| Common StockF3 | holding | — | — | — | 41,695 | I | by Trust2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF4 | $0.00 | Feb 18, 2016 | A | 65,000 | A | — | Dec 31, 2018 | Common Stock | 65,000 | 65,000 | 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 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.
- F2The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which the reporting person serves as trustee.
- F3The shares are held directly by the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.
- F4Market 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.