0001104659-16-140496.txt : 20160818
0001104659-16-140496.hdr.sgml : 20160818
20160818165747
ACCESSION NUMBER: 0001104659-16-140496
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160816
FILED AS OF DATE: 20160818
DATE AS OF CHANGE: 20160818
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Marketo, Inc.
CENTRAL INDEX KEY: 0001490660
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 562558241
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 901 MARINERS ISLAND BLVD., SUITE 500
CITY: SAN MATEO
STATE: CA
ZIP: 94404
BUSINESS PHONE: 650 376-2300
MAIL ADDRESS:
STREET 1: 901 MARINERS ISLAND BLVD., SUITE 500
CITY: SAN MATEO
STATE: CA
ZIP: 94404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FERNANDEZ PHILLIP M
CENTRAL INDEX KEY: 0001200465
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35909
FILM NUMBER: 161841411
MAIL ADDRESS:
STREET 1: C/O MARKETO, INC.
STREET 2: 901 MARINER'S ISLAND BLVD., SUITE 500
CITY: SAN MATEO
STATE: CA
ZIP: 94404
4
1
a4.xml
4
X0306
4
2016-08-16
1
0001490660
Marketo, Inc.
MKTO
0001200465
FERNANDEZ PHILLIP M
C/O MARKETO, INC.
901 MARINERS ISLAND BLVD
SAN MATEO
CA
94404
1
1
0
0
President, CEO & Chairman
Common Stock
2016-08-16
4
U
0
471726
D
0
D
Common Stock
2016-08-16
4
U
0
310214
D
0
I
See Footnote
Common Stock
2016-08-16
4
U
0
41695
D
0
I
See Footnote
Employee Stock Option (right to buy)
2.38
2016-08-16
4
D
0
16059
D
2021-01-24
Common Stock
16059
0
D
Employee Stock Option (right to buy)
4.56
2016-08-16
4
D
0
372210
D
2022-04-30
Common Stock
372210
0
D
Employee Stock Option (right to buy)
7.42
2016-08-16
4
D
0
375000
D
2023-02-06
Common Stock
375000
0
D
Performance Shares
0.00
2016-08-16
4
D
0
66715
D
2017-12-31
Common Stock
66715
0
D
Performance Shares
0.00
2016-08-16
4
D
0
95046
D
2018-12-31
Common Stock
95046
0
D
Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive shares of Common Stock of the Issuer. The RSUs were cancelled pursuant to that certain Agreement and Plan of Merger, dated May 27, 2016, between the Issuer, Milestone Holdco, LLC and Milestone Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $35.25 per share.
Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
The shares are held directly by Phillip M. Fernandez Living Trust dated August 4, 2010, for which the Reporting Person serves as trustee.
The shares are held directly by Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014, for which the Reporting Person serves as trustee.
The option, originally for 128,469 shares and of which 112,410 shares have been exercised, which provided for vesting as to one-fourth of the shares on January 25, 2012 and one forty-eighth of the shares monthly thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
The option, originally for 700,000 shares and of which 327,790 shares have been exercised, which provided for vesting as to one-fourth of the shares on May 1, 2013 and one forty-eighth of the shares monthly thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
The option, which provided for vesting as to one twenty-fourth of the shares on March 7, 2015 and each month thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
Market stock units ("MSUs") are performance share awards that are subject to achievement over three performance periods based on the performance of the Issuer's stock price compared to the performance of the NASDAQ Composite Index over the same periods. Pursuant to the change in control provisions set forth in the Performance Share Agreement evidencing the MSUs, the number of shares subject to the MSUs increased from 55,864, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 66,715 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
MSUs are performance share awards that are subject to achievement over three performance periods based on the performance of the Issuer's stock price compared to the performance of the NASDAQ Composite Index over the same periods. Pursuant to the change in control provisions set forth in the Performance Share Agreement evidencing the MSUs, the number of shares subject to the MSUs increased from 65,000, as set forth in the Reporting Person's Form 4 filed February 22, 2016, to 95,046 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
/s/ Margo Smith, by power of attorney
2016-08-18