FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/16/2013 |
3. Issuer Name and Ticker or Trading Symbol
Marketo, Inc. [ MKTO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 3,769,213 | (1) | I | See footnote(2)(5) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 206,169 | (1) | I | See footnote(3)(5) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 116,766 | (1) | I | See footnote(4)(5) |
Series D Convertible Preferred Stock | (6) | (6) | Common Stock | 251,587 | (6) | I | See footnote(2)(5) |
Series D Convertible Preferred Stock | (6) | (6) | Common Stock | 13,761 | (6) | I | See footnote(3)(5) |
Series D Convertible Preferred Stock | (6) | (6) | Common Stock | 7,794 | (6) | I | See footnote(4)(5) |
Series E Convertible Preferred Stock | (7) | (7) | Common Stock | 173,921 | (7) | I | See footnote(2)(5) |
Series E Convertible Preferred Stock | (7) | (7) | Common Stock | 9,513 | (7) | I | See footnote(3)(5) |
Series E Convertible Preferred Stock | (7) | (7) | Common Stock | 5,388 | (7) | I | See footnote(4)(5) |
Series F Convertible Preferred Stock | (8) | (8) | Common Stock | 300,920 | (8) | I | See footnote(2)(5) |
Series F Convertible Preferred Stock | (8) | (8) | Common Stock | 16,460 | (8) | I | See footnote(3)(5) |
Series F Convertible Preferred Stock | (8) | (8) | Common Stock | 9,322 | (8) | I | See footnote(4)(5) |
Series G Convertible Preferred Stock | (9) | (9) | Common Stock | 191,718 | (9) | I | See footnote(2)(5) |
Series G Convertible Preferred Stock | (9) | (9) | Common Stock | 10,486 | (9) | I | See footnote(3)(5) |
Series G Convertible Preferred Stock | (9) | (9) | Common Stock | 5,938 | (9) | I | See footnote(4)(5) |
Stock Option (right to buy) | (10) | 04/30/2023 | Common Stock | 16,800 | $12 | D |
Explanation of Responses: |
1. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. |
2. The shares are held directly by Storm Ventures Fund III, L.P. ("SV III"). |
3. The shares are held directly by Storm Ventures Affiliates Fund III, L.P. ("SVA III"). |
4. The shares are held directly by Storm Ventures Principals Fund III, L.L.C. (SVP III). |
5. Storm Venture Associates III, L.L.C. (SVA LLC) is the general partner of SV III and SVA III and the managing member of SVP III. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC. The Reporting Person, as a managing member of SVA LLC, may be deemed to share voting and investment power with respect to the shares held by SV III, SVA III and SVP III and disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein. |
6. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. |
7. The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. |
8. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. |
9. The Series G Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. |
10. The option is subject to an early exercise provision and is immediately exercisable. All of the shares subject to the option vest upon the earlier of (i) the Company's 2014 annual stockholder meeting or (ii) May 1, 2014. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Tae Hea Nahm | 05/16/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |