0001193125-14-018641.txt : 20140123 0001193125-14-018641.hdr.sgml : 20140123 20140123161036 ACCESSION NUMBER: 0001193125-14-018641 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20140123 DATE AS OF CHANGE: 20140123 GROUP MEMBERS: JAMES T. BECK GROUP MEMBERS: MAYFIELD XIII MANAGEMENT (EGP), L.P. GROUP MEMBERS: MAYFIELD XIII MANAGEMENT (UGP), LTD. GROUP MEMBERS: NAVIN CHADDHA GROUP MEMBERS: ROBERT T. VASAN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87747 FILM NUMBER: 14543109 BUSINESS ADDRESS: STREET 1: 901 MARINERS ISLAND BLVD., SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650 376-2300 MAIL ADDRESS: STREET 1: 901 MARINERS ISLAND BLVD., SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mayfield XIII, a Cayman Islands Exempted Limited Partnership CENTRAL INDEX KEY: 0001573272 IRS NUMBER: 980598885 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-5560 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d661432dsc13g.htm SC 13G Prepared by R.R. Donnelley Financial -- SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(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:

¨ Rule 13d-1(b)

¨ 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 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   SCHEDULE 13G   Page 2 of 11

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

3,261,519 shares

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

3,261,519 shares

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,261,519 shares

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.5%

12.  

Type of Reporting Person

 

OO

 


CUSIP No. 57063L107   SCHEDULE 13G   Page 3 of 11

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

3,261,519 shares

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

3,261,519 shares

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,261,519 shares

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.5%

12.  

Type of Reporting Person

 

PN

 


CUSIP No. 57063L107   SCHEDULE 13G   Page 4 of 11

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Mayfield XIII, a Cayman Islands Exempted Limited Partnership

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

3,261,519 shares

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

3,261,519 shares

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,261,519 shares

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.5%

12.  

Type of Reporting Person

 

PN

 


CUSIP No. 57063L107   SCHEDULE 13G   Page 5 of 11

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

James T. Beck

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

3,261,519 shares

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

3,261,519 shares

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,261,519 shares

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.5%

12.  

Type of Reporting Person

 

IN

 


CUSIP No. 57063L107   SCHEDULE 13G   Page 6 of 11

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Navin Chaddha

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

3,261,519 shares

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

3,261,519 shares

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,261,519 shares

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.5%

12.  

Type of Reporting Person

 

IN

 


CUSIP No. 57063L107   SCHEDULE 13G   Page 7 of 11

 

  1.   

Name of Reporting Person

I.R.S. Identification No. of Above Persons (Entities Only)

 

Robert T. Vasan

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

U.S.

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

-0-

   6.   

Shared Voting Power

 

3,261,519 shares

   7.   

Sole Dispositive Power

 

-0-

   8.   

Shared Dispositive Power

 

3,261,519 shares

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,261,519 shares

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares    ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

8.5%

12.  

Type of Reporting Person

 

IN

 


CUSIP No. 57063L107   SCHEDULE 13G   Page 8 of 11

 

Item 1.

 

  (a) Name of Issuer:

Marketo, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices:

901 Mariners Island Boulevard, Suite 200

San Mateo, California 94404

Item 2.

 

  (a) Name of Persons Filing:

Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company (“MF XIII UGP”)

Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (“MF XIII EGP”)

Mayfield XIII, a Cayman Islands Exempted Limited Partnership (“MF XIII”)

James T. Beck

Navin Chaddha

Robert T. Vasan

 

  (b) Address of Principal Business Office:

c/o Mayfield Fund

2484 Sand Hill Road

Menlo Park, CA 94025

 

  (c) Citizenship:

MF XIII UGP is a Cayman Islands Exempted Company

MF XIII EGP is a Cayman Islands Exempted Limited Partnership

MF XIII is a Cayman Islands Exempted Limited Partnership

The individuals listed in Item 2(a) are U.S. citizens.

 

  (d) Title of Class of Securities:

Common Stock

 

  (e) CUSIP Number:

57063L107


CUSIP No. 57063L107   SCHEDULE 13G   Page 9 of 11

 

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

 

Item 4. Ownership.

The information regarding ownership as set forth in Items 5-9 of Pages 2 through 7 hereto is hereby incorporated by reference.

The respective percentages set forth in Item 11 of Pages 2 through 7 were obtained by dividing the number of shares by 38,573,744 which is the aggregate number of shares outstanding as of November 30, 2013, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 23, 2013.

The shares of Common Stock are held directly by Mayfield XIII, a Cayman Islands Exempted Limited Partnership (“MF XIII”). Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (“MF XIII EGP”), is the general partner of MF XIII and in such capacity may be deemed to beneficially own the shares held by MF XIII. Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company (“MF XIII UGP”), is the general partner of MF XIII EGP, and in such capacity may be deemed to beneficially own the shares held by MF XIII EGP. MF XIII UGP is managed by a three person board of directors, and all board action relating to the voting or disposition of the shares held by MF XIII requires approval of a majority of the board.

Each of James T. Beck, Navin Chaddha, and Robert T. Vasan, as the directors of MF XIII UGP, may be deemed to share beneficial ownership of the shares which are beneficially owned by MF XIII, but each disclaims such beneficial ownership.

 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

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.

 

Item 10. Certification.

Not applicable.


CUSIP No. 57063L107   SCHEDULE 13G   Page 10 of 11

 

SIGNATURES

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: January 22, 2014

 

MAYFIELD XIII MANAGEMENT (UGP), LTD.,
A CAYMAN ISLANDS EXEMPTED COMPANY
By:  

/s/ James T. Beck

  James T. Beck, Authorized Signatory

MAYFIELD XIII MANAGEMENT (EGP), L.P.,

A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP

By:   Mayfield XIII Management (UGP), Ltd.
  Its General Partner
By:  

/s/ James T. Beck

  James T. Beck, Authorized Signatory
MAYFIELD XIII, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
By:   Mayfield XIII Management (EGP), L.P.
  Its General Partner
By:   Mayfield XIII Management (UGP), Ltd.
  Its General Partner
By:  

/s/ James T. Beck

  James T. Beck, Authorized Signatory
JAMES T. BECK
By:  

/s/ James T. Beck

  James T. Beck
NAVIN CHADDHA
By:  

/s/ James T. Beck

  James T. Beck, Attorney In Fact
ROBERT T. VASAN
By:  

/s/ James T. Beck

  James T. Beck, Attorney In Fact


CUSIP No. 57063L107   SCHEDULE 13G   Page 11 of 11

 

EXHIBIT INDEX

 

Ex. 24.1 -    Power of Attorney dated January 31, 2011
Ex. 24.2 -    Power of Attorney dated January 31, 2011
Ex. 99.1 -    Joint Filing Agreement dated January 22, 2014
EX-24.1 2 d661432dex241.htm EX-24.1 Prepared by R.R. Donnelley Financial -- EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes James T. Beck, for so long as he is an employee, member or partner of Mayfield, to execute for and on behalf of the undersigned, in the undersigned’s individual capacity, in the undersigned’s capacity as a member of any limited liability company and in the undersigned’s capacity as a partner of any general or limited partnership, (i) any and all filings pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), including any and all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules 13D and 13G, and any amendments thereto and joint filing agreements and other documents in connection therewith, and (ii) any applications for EDGAR access codes, including the Form ID, in each case as may be required to be filed from time to time with the U. S. Securities and Exchange Commission with respect to any investments of Mayfield Fund and its affiliates (collectively, “Mayfield”), and cause any and all of such forms, schedules, agreements and documents to be filed with the U. S. Securities and Exchange Commission pursuant to Section 13 and Section 16 of the Exchange Act, relating to the undersigned’s direct or indirect beneficial ownership of securities (in the undersigned’s individual capacity, or in the undersigned’s capacity as a member of any limited liability company or partner in any general or limited partnership). The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact substitute or substitutes, shall


lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is Mayfield assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer an employee, member or partner of Mayfield, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2011.

/s/

Name: Navin Chaddha

EX-24.2 3 d661432dex242.htm EX-24.2 Prepared by R.R. Donnelley Financial -- EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes James T. Beck, for so long as he is an employee, member or partner of Mayfield, to execute for and on behalf of the undersigned, in the undersigned’s individual capacity, in the undersigned’s capacity as a member of any limited liability company and in the undersigned’s capacity as a partner of any general or limited partnership, (i) any and all filings pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), including any and all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules 13D and 13G, and any amendments thereto and joint filing agreements and other documents in connection therewith, and (ii) any applications for EDGAR access codes, including the Form ID, in each case as may be required to be filed from time to time with the U. S. Securities and Exchange Commission with respect to any investments of Mayfield Fund and its affiliates (collectively, “Mayfield”), and cause any and all of such forms, schedules, agreements and documents to be filed with the U. S. Securities and Exchange Commission pursuant to Section 13 and Section 16 of the Exchange Act, relating to the undersigned’s direct or indirect beneficial ownership of securities (in the undersigned’s individual capacity, or in the undersigned’s capacity as a member of any limited liability company or partner in any general or limited partnership). The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact substitute or substitutes, shall


lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is Mayfield assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer an employee, member or partner of Mayfield, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2011.

/s/

Name: Robert T. Vasan

EX-99.1 4 d661432dex991.htm EX-99.1 Prepared by R.R. Donnelley Financial -- EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, we the undersigned agree that the Schedule 13G, to which this Joint Filing Agreement is attached as an Exhibit, including all amendments thereto filed by the undersigned, is filed on behalf of each of us.

Date: January 22, 2014

 

MAYFIELD XIII MANAGEMENT (UGP), LTD.,
A CAYMAN ISLANDS EXEMPTED COMPANY
By:  

/s/ James T. Beck

  James T. Beck, Authorized Signatory
MAYFIELD XIII MANAGEMENT (EGP), L.P.,
A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
By:   Mayfield XIII Management (UGP), Ltd.
  Its General Partner
By:  

/s/ James T. Beck

  James T. Beck, Authorized Signatory
MAYFIELD XIII, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP
By:   Mayfield XIII Management (EGP), L.P.
  Its General Partner
By:   Mayfield XIII Management (UGP), Ltd.
  Its General Partner
By:  

/s/ James T. Beck

  James T. Beck, Authorized Signatory
JAMES T. BECK
By:  

/s/ James T. Beck

  James T. Beck
NAVIN CHADDHA
By:  

/s/ James T. Beck

  James T. Beck, Attorney In Fact
ROBERT T. VASAN
By:  

/s/ James T. Beck

  James T. Beck, Attorney In Fact