SEC Form 4 · accession 0001490660-16-000196

Marketo, Inc. · MKTO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian K Kinion

Officer — SVP & Chief Financial Officer

Period of report

Mar 7, 2016

Accepted (ET)

Mar 9, 2016 · 7:51 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^F1	Mar 7, 2016	A	6,835	$0.00	A	65,760	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Shares^F2,F3	$0.00	Mar 7, 2016	A	6,835	A	—	—	Common Stock	6,835	6,835	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 February 15, 2017 (the "Initial Vest Date"), and twenty-five (25%) of the RSUs will vest each year thereafter on the Company Vest Date (as defined below) 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.
F2Market stock units ("MSUs") are performance share awards that are subject to achievement over three performance periods ending December 31, 2016, 2017 and 2018 based on the performance of the Company's stock price compared to the performance of the NASDAQ Composite Index over the same periods. The awards vest on the first Company Vest Date following certification of achievement for the applicable period (or, if the MSUs are vesting on a time-based schedule in accordance with the Company's standard performance share agreement ("PSA"), on the last day of the applicable period), provided that the achievement and other requirements set forth in the PSA are met and subject to the reporting person continuing to be a service provider through the applicable vesting date. 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.
F312/31/2018