0001104659-16-140498.txt : 20160818 0001104659-16-140498.hdr.sgml : 20160818 20160818165917 ACCESSION NUMBER: 0001104659-16-140498 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160810 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: Holmes Jason L CENTRAL INDEX KEY: 0001576480 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35909 FILM NUMBER: 161841420 MAIL ADDRESS: STREET 1: C/O MARKETO INC STREET 2: 901 MARINERS ISLAND BLVD SUITE 500 CITY: SAN MATEO STATE: CA ZIP: 94404 4 1 a4.xml 4 X0306 4 2016-08-10 1 0001490660 Marketo, Inc. MKTO 0001576480 Holmes Jason L C/O MARKETO, INC. 901 MARINERS ISLAND BLVD SAN MATEO CA 94404 0 1 0 0 EVP & Chief Operating Officer Common Stock 2016-08-10 5 G 0 E 1250 0 D 64432 D Common Stock 2016-08-16 4 U 0 64432 D 0 D Non-Qualified Stock Option (right to buy) 7.42 2016-08-16 4 D 0 22500 D 2023-02-06 Common Stock 22500 0 D Performance Shares 0.00 2016-08-16 4 D 0 29084 D 2017-12-31 Common Stock 29084 0 D Performance Shares 0.00 2016-08-16 4 D 0 28075 D 2018-12-31 Common Stock 28075 0 D Performance Shares 0.00 2016-08-16 4 D 0 10235 D 2018-12-31 Common Stock 10235 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 option, originally for 60,000 shares and of which 37,500 shares have been exercised, 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 24,354, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 29,084 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 19,200, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 28,075 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 7,000, as set forth in the Reporting Person's Form 4 filed March 9, 2016, to 10,235 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