0001193125-14-044272.txt : 20140211 0001193125-14-044272.hdr.sgml : 20140211 20140211061352 ACCESSION NUMBER: 0001193125-14-044272 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140211 DATE AS OF CHANGE: 20140211 GROUP MEMBERS: DENNIS B. PHELPS GROUP MEMBERS: INSTITUTIONAL VENTURE MANAGEMENT XII, LLC GROUP MEMBERS: INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC GROUP MEMBERS: INSTITUTIONAL VENTURE PARTNERS XII, L.P. GROUP MEMBERS: J. SANFORD MILLER GROUP MEMBERS: NORMAN A. FOGELSONG GROUP MEMBERS: STEPHEN J. HARRICK GROUP MEMBERS: TODD C. CHAFFEE 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: 14591232 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: Institutional Venture Partners XIII, L.P. CENTRAL INDEX KEY: 0001493922 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 2, SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-0132 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 2, SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d673608dsc13g.htm SC 13G 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

(Amendment No.     ) *

 

 

Marketo, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

57063L 10 7

(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 on 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. 57063L 10 7   13 G   Page 2 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS.

 

Institutional Venture Partners XIII, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

PN

 

(1) This Schedule 13G is filed by Institutional Venture Partners XIII, L.P. (“IVP XIII”), Institutional Venture Management XIII, LLC (“IVM XIII”), Institutional Venture Partners XII, L.P. (“IVP XII”), Institutional Venture Management XII, LLC (“IVM XII”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”) and Dennis B. Phelps (“Phelps” together with IVP XIII, IVM XIII, IVP XII, IVM XII, Chaffee, Fogelsong, Harrick and Miller, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2013.


CUSIP NO. 57063L 10 7   13 G   Page 3 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Institutional Venture Management XIII, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

OO

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Commission on November 8, 2013.


CUSIP NO. 57063L 10 7   13 G   Page 4 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS.

 

Institutional Venture Partners XII, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

PN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2013.


CUSIP NO. 57063L 10 7   13 G   Page 5 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Institutional Venture Management XII, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

OO

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Commission on November 8, 2013.


CUSIP NO. 57063L 10 7   13 G   Page 6 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Todd C. Chaffee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Commission on November 8, 2013.


CUSIP NO. 57063L 10 7   13 G   Page 7 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Norman A. Fogelsong

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Commission on November 8, 2013.


CUSIP NO. 57063L 10 7   13 G   Page 8 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Stephen J. Harrick

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Commission on November 8, 2013.


CUSIP NO. 57063L 10 7   13 G   Page 9 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

J. Sanford Miller

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Commission on November 8, 2013.


CUSIP NO. 57063L 10 7   13 G   Page 10 of 14 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Dennis B. Phelps

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x (1)

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

1,957,964 shares (2)

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

1,957,964 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,957,964 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2% (3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes 978,982 shares held by IVP XIII and Includes 978,982 shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and IVM XII and share voting and dispositive power over the shares held by IVP XIII and IVP XII, and may be deemed to own beneficially the shares held by IVP XIII and IVP XII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage set forth on the cover sheets are calculated based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Commission on November 8, 2013.


Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Marketo, Inc., a Delaware corporation (the “Issuer”).

Item 1

 

(a)    Name of Issuer:    Marketo, Inc.
(b)    Address of Issuer’s   
       Principal Executive Offices:    901 Mariners Island Blvd., Suite 200
      San Mateo, California 94404

Item 2

 

(a) Name of Reporting Persons Filing:

 

  1. Institutional Venture Partners XIII L.P. (“IVP XIII”)

 

  2. Institutional Venture Management XIII LLC (“IVM XIII”)

 

  3. Institutional Venture Partners XII L.P. (“IVP XII”)

 

  4. Institutional Venture Management XII LLC (“IVM XII”)

 

  5. Todd C. Chaffee (“Chaffee”)

 

  6. Norman A. Fogelsong (“Fogelsong”)

 

  7. Stephen J. Harrick (“Harrick”)

 

  8. J. Sanford Miller (“Miller”)

 

  9. Dennis B. Phelps (“Phelps”)

 

(b)    Address of Principal Business Office:    c/o Institutional Venture Partners
      3000 Sand Hill Road, Building 2, Suite 250
      Menlo Park, California 94025

 

(c) Citizenship:

 

IVP XIII

   Delaware

IVM XIII

   Delaware

IVP XII

   Delaware

IVM XII

   Delaware

Chaffee

   United States of America

Fogelsong

   United States of America

Harrick

   United States of America

Miller

   United States of America

Phelps

   United States of America

 

(d)    Title of Class of Securities:    Common Stock
(e)    CUSIP Number:    57063L 10 7

 

Item 3 Not applicable.

 

11


Item 4 Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2013:

 

Reporting Persons

   Shares Held
Directly (1)
     Sole Voting
Power
     Shared
Voting
Power (1)
     Sole
Dispositive
Power
     Shared
Dispositive
Power (1)
     Beneficial
Ownership
(1)
     Percentage of
Class (1, 3)
 

IVP XII

     978,982         0         1,957,964         0         1,957,964         1,957,964         5.2

IVM XII (2)

     0         0         1,957,964         0         1,957,964         1,957,964         5.2

IVP XIII

     978,982         0         1,957,964         0         1,957,964         1,957,964         5.2

IVM XIII (2)

     0         0         1,957,964         0         1,957,964         1,957,964         5.2

Chaffee (2)

     0         0         1,957,964         0         1,957,964         1,957,964         5.2

Fogelsong (2)

     0         0         1,957,964         0         1,957,964         1,957,964         5.2

Harrick (2)

     0         0         1,957,964         0         1,957,964         1,957,964         5.2

Miller (2)

     0         0         1,957,964         0         1,957,964         1,957,964         5.2

Phelps (2)

     0         0         1,957,964         0         1,957,964         1,957,964         5.2

 

(1) Represents the number of shares of Common Stock held by IVP XII and IVP XIII.
(2) The shares are held by IVP XII. IVM XII serves as the sole general partner of IVP XII and has sole voting and investment control over the shares owned by IVP XII and may be deemed to own beneficially the shares held by IVP XII. IVM XII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly.
(3) This percentage is based on 37,980,913 shares of the Common Stock outstanding as of November 1, 2013, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2013, as filed with the Commission on November 8, 2013.

 

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.

Not applicable.

 

Item 8 Identification and Classification of Members of the Group.

Not applicable.

 

12


Item 9 Notice of Dissolution of Group.

Not applicable.

 

Item 10 Certification.

Not applicable.

 

13


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

Dated: February 11, 2014

 

INSTITUTIONAL VENTURE PARTNERS XIII L.P.
By: Institutional Venture Management XIII LLC
Its: General Partner
By:  

/s/ Melanie Chladek

 

Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE MANAGEMENT XIII LLC
By:  

/s/ Melanie Chladek

 

Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE PARTNERS XII, L.P.
By: Institutional Venture Management XII, LLC
Its: General Partner
By:  

/s/ Melanie Chladek

 

Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE MANAGEMENT XII, LLC
By:  

/s/ Melanie Chladek

 

Melanie Chladek, Attorney-in-Fact

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for J. Sanford Miller

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps

Exhibit(s):

 

A: Joint Filing Statement

 

14

EX-99.A 2 d673608dex99a.htm EX-99.1 EX-99.1

Exhibit 99.1

 

CUSIP No. 57063L 10 7    13G   

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of Marketo, Inc. is filed on behalf of each of us.

Dated: February 11, 2014

 

INSTITUTIONAL VENTURE PARTNERS XIII L.P.
By: Institutional Venture Management XIII LLC
Its: General Partner
By:  

/s/ Melanie Chladek

 

Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE MANAGEMENT XIII LLC
By:  

/s/ Melanie Chladek

 

Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE PARTNERS XII, L.P.
By: Institutional Venture Management XII, LLC
Its: General Partner
By:  

/s/ Melanie Chladek

 

Melanie Chladek, Attorney-in-Fact

INSTITUTIONAL VENTURE MANAGEMENT XII, LLC
By:  

/s/ Melanie Chladek

 

Melanie Chladek, Attorney-in-Fact

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for J. Sanford Miller

/s/ Melanie Chladek

Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps