SC 13G 1 a14-6186_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Marketo, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

57063L107

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 57063L107

 

 

1.

Names of Reporting Persons.
Storm Ventures Fund III, L.P. (“SV III”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
3,685,450 (1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
3,685,450 (1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,685,450 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.39% (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   Storm Venture Associates III, L.L.C. (“SVA LLC”) is the general partner of SV III and Storm Ventures Affiliates Fund III, L.P. (“SVA III”) and the managing member of Storm Venture Principals Fund III, L.L.C. (“SVP III”), and may be deemed to have sole power to vote and dispose of these shares.  Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC may be deemed to have shared power to vote and dispose of these shares.

 

(2)   Based on 39,249,978 shares of common stock outstanding as of December 31, 2013.

 

2


 

CUSIP No. 57063L107

 

 

1.

Names of Reporting Persons.
Storm Ventures Affiliates Fund III, L.P. (“SVA III”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
201,586 (1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
201,586 (1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
201,586 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.51% (2)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   SVA LLC is the general partner of SV III and SVA III and the managing member of SVP III, and may be deemed to have sole power to vote and dispose of these shares.  Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC may be deemed to have shared power to vote and dispose of these shares.

 

(2)   Based on 39,249,978 shares of common stock outstanding as of December 31, 2013.

 

3


 

CUSIP No. 57063L107

 

 

1.

Names of Reporting Persons.
Storm Ventures Principals Fund III, L.L.C. (“SVP III”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
114,170 (1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
114,170 (1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
114,170 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.29% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)   SVA LLC is the general partner of SV III and SVA III and the managing member of SVP III, and may be deemed to have sole power to vote and dispose of these shares.  Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC may be deemed to have shared power to vote and dispose of these shares.

 

(2)   Based on 39,249,978 shares of common stock outstanding as of December 31, 2013.

 

4


 

CUSIP No. 57063L107

 

 

1.

Names of Reporting Persons.
Storm Venture Associates III, L.L.C. (“SVA LLC”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
4,001,206 (1)

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
4,001,206 (1)

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,001,206 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.19% (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)   SVA LLC is the general partner of SV III, which holds 3,685,450 of these shares directly, and SVA III, which holds 201,586 of these shares directly, and the managing member of SVP III, which holds 114,170 of these shares directly, and may be deemed to have sole power to vote and dispose of these shares.  Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC may be deemed to have shared power to vote and dispose of these shares.

 

(2)   Based on 39,249,978 shares of common stock outstanding as of December 31, 2013.

 

5


 

CUSIP No. 57063L107

 

 

1.

Names of Reporting Persons.
Tae Hea Nahm

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
16,800 (1)

 

6.

Shared Voting Power
4,001,206 (2)

 

7.

Sole Dispositive Power
16,800 (1)

 

8.

Shared Dispositive Power
4,001,206 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,018,006 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.23% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   Consists of 16,800 shares exercisable within 60 days of December 31, 2013.

 

(2)   SVA LLC is the general partner of SV III, which holds 3,685,450 of these shares directly, and SVA III, which holds 201,586 of these shares directly, and the managing member of SVP III, which holds 114,170 of these shares directly, and may be deemed to have sole power to vote and dispose of these shares.  Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC, may be deemed to have shared power to vote and dispose of these shares.

 

(3)   Based on 39,266,778 shares of common stock, which includes the number of shares outstanding and the number of shares of Common Stock that Tae Hea Nahm has the right to acquire within sixty days through the exercise of an option to purchase shares of Common Stock as of December 31, 2013.

 

6


 

CUSIP No. 57063L107

 

 

1.

Names of Reporting Persons.
Ryan Floyd

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
4,001,206 (1)

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
4,001,206 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,001,206 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.19% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   SVA LLC is the general partner of SV III, which holds 3,685,450 of these shares directly, and SVA III, which holds 201,586 of these shares directly, and the managing member of SVP III, which holds 114,170 of these shares directly, and may be deemed to have sole power to vote and dispose of these shares.  Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC may be deemed to have shared power to vote and dispose of these shares.

 

(2)   Based on 39,249,978 shares of common stock outstanding as of December 31, 2013.

 

7


 

CUSIP No. 57063L107

 

 

1.

Names of Reporting Persons.
M. Alex Mendez

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
4,001,206 (1)

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
4,001,206 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,001,206 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.19% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   SVA LLC is the general partner of SV III, which holds 3,685,450 of these shares directly, and SVA III, which holds 201,586 of these shares directly, and the managing member of SVP III, which holds 114,170 of these shares directly, and may be deemed to have sole power to vote and dispose of these shares.  Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC, may be deemed to have shared power to vote and dispose of these shares.

 

(2)   Based on 39,249,978 shares of common stock outstanding as of December 31, 2013.

 

8


 

CUSIP No. 57063L107

 

 

1.

Names of Reporting Persons.
Sanjay Subhedar

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
4,001,206 (1)

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
4,001,206 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,001,206 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.19% (2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   SVA LLC is the general partner of SV III, which holds 3,685,450 of these shares directly, and SVA III, which holds 201,586 of these shares directly, and the managing member of SVP III, which holds 114,170 of these shares directly, and may be deemed to have sole power to vote and dispose of these shares.  Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC, may be deemed to have shared power to vote and dispose of these shares.

 

(2)   Based on 39,249,978 shares of common stock outstanding as of December 31, 2013.

 

9


 

Item 1.

 

(a)

Name of Issuer:
Marketo, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
901 Mariners Island Blvd.

San Mateo, CA 94404

 

Item 2.

 

(a)

Name of Person Filing:
Storm Ventures Fund III, L.P., Storm Ventures Affiliates Fund III, L.P., Storm Ventures Principals Fund III, L.L.C., Storm Venture Associates III, L.L.C., Tae Hea Nahm, Ryan Floyd, M. Alex Mendez and Sanjay Subhedar

 

(b)

Address of Principal Business Office or, if none, Residence:
c/o Storm Ventures

2440 Sand Hill Road

Menlo Park, CA 94025

 

(c)

Citizenship:
SV III, SVA III, SVP III and SVA LLC: Delaware

Tae Hea Nahm, Ryan Floyd, M. Alex Mendez and Sanjay Subhedar: United States of America

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
57063L107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C 78c).

 

(b)

o

Bank as defined in section 3(a) (6) of the Act (15 U.S.C 78c).

 

(c)

o

Insurance company as defined in section 3(a) (19) of the Act (15 U.S.C 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

Investment adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E);

 

(f)

o

Employee benefit plan or endowment fund in accordance with SS 240. 13d-1(b) (ii) (F);

 

(g)

o

Parent holding company or control person in accordance with SS.SS.240. 13d-1(b) (ii) (G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c) (14) of the Investment Company Act of 1940(15 U.S.C 80a-3);

 

(j)

o

Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J);

 

10


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The approximate ownership percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 39,249,978 shares of Common Stock outstanding as of December 31, 2013, as reported on the Issuer’s Form S-1/A, filed on January 24, 2014; provided, that the approximate ownership percentages of Common Stock reported as beneficially owned by Tae Hea Nahm is based upon 39,266,778 shares of Common Stock, which includes the number of shares outstanding and the number of shares of Common Stock that Tae Hea Nahm has the right to acquire within sixty days through the exercise of an option to purchase shares of Common Stock.

 

(a)

Amount beneficially owned:   

See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of class:   

See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Row 5 of cover page for each Reporting Person.

 

 

(ii)

Shared power to vote or to direct the vote    

See Row 6 of cover page for each Reporting Person.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Row 7 of cover page for each Reporting Person.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Row 8 of cover page for each Reporting Person.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Under certain circumstances set forth in the partnership agreement of SV III, the general and limited partners may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by SV III.  Under certain circumstances set forth in the limited liability company agreement of SVA LLC, the general and limited partners may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by SVA LLC.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

11


 

Item 10.

Certifications

 

Not Applicable

 

Exhibits

 

Statement Appointing Designated Filer and Authorized Signer attached as Ex. 99.1

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date:  February 18, 2014

 

 

Storm Ventures Fund III, L.P.

 

 

 

 

By: Storm Venture Associates III, L.L.C.

 

 

 

 

By:

/s/ Kevin Melia

 

 

Kevin Melia

 

 

Authorized Signatory

 

 

 

 

 

 

 

Storm Ventures Affiliates Fund III, L.P.

 

 

 

 

By: Storm Venture Associates III, L.L.C.

 

 

 

 

By:

/s/ Kevin Melia

 

 

Kevin Melia

 

 

Authorized Signatory

 

 

 

 

 

 

 

Storm Ventures Principals Fund III, L.L.C.

 

 

 

 

By: Storm Venture Associates III, L.L.C.

 

 

 

 

By:

/s/ Kevin Melia

 

 

Kevin Melia

 

 

Authorized Signatory

 

 

 

 

 

 

 

Storm Venture Associates III, L.L.C.

 

 

 

 

By:

/s/ Kevin Melia

 

 

Kevin Melia

 

 

Authorized Signatory

 

 

 

 

 

 

 

Tae Hea Nahm

 

 

 

 

By:

/s/ Tae Hea Nahm

 

 

Tae Hea Nahm

 

12


 

 

Ryan Floyd

 

 

 

 

By:

/s/ Ryan Floyd

 

 

Ryan Floyd

 

 

 

 

 

 

M. Alex Mendez

 

 

 

 

By:

/s/ M. Alex Mendez

 

 

M. Alex Mendez

 

 

 

 

 

 

Sanjay Subhedar

 

 

 

 

By:

/s/ Sanjay Subhedar

 

 

Sanjay Subhedar

 

13