SEC Form 4 · accession 0001490660-16-000216
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
May 17, 2016
Accepted (ET)
May 19, 2016 · 5:31 pm EDT
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 | May 17, 2016 | M | 1,010 | $2.38 | A | 159,891 | D | |
| Common Stock | May 17, 2016 | M | 9,790 | $4.56 | A | 169,681 | D | |
| Common StockF2 | May 17, 2016 | S | 10,800 | $26.7866 | D | 158,881 | D | |
| Common Stock | May 18, 2016 | M | 10,800 | $4.56 | A | 169,681 | D | |
| Common StockF3 | May 18, 2016 | S | 10,800 | $26.9478 | D | 158,881 | D | |
| Common StockF4 | holding | — | — | — | 310,214 | I | by Trust | |
| Common StockF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F6 | $2.38 | May 17, 2016 | M | 1,010 | D | — | Jan 24, 2021 | Common Stock | 1,010 | 16,059 | D |
| Non-Qualified Stock Option (right to buy)F7 | $4.56 | May 17, 2016 | M | 9,790 | D | — | Apr 30, 2022 | Common Stock | 9,790 | 426,210 | D |
| Non-Qualified Stock Option (right to buy)F7 | $4.56 | May 18, 2016 | M | 10,800 | D | — | Apr 30, 2022 | Common Stock | 10,800 | 415,410 | D |
Explanation of responses
- F1The shares were sold pursuant to Mr. Fernandez's 10b5-1 Plan entered into on August 7, 2015.
- F2This transaction was executed in multiple trades at prices ranging from $26.50 to $27.15. 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 $26.68 to $27.39. 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.
- F4The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 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 option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on January 25, 2012 and one forty-eighth of the shares vest monthly thereafter.
- 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.