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