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, 2014 |
(Date of Event Which Requires Filing of This Statement) |
CUSIP NO. 57063L 10 7
|
13 G
|
Page 2 of 13 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) ☒ (1)
|
||
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
0 shares
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
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.
|
CUSIP NO. 57063L 10 7
|
13 G
|
Page 3 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Institutional Venture Management XIII, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
☐ (b) ☒ (1)
|
||
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
0 shares
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐ |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
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.
|
CUSIP NO. 57063L 10 7
|
13 G
|
Page 4 of 13 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) ☒ (1)
|
||
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
0 shares
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
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.
|
CUSIP NO. 57063L 10 7
|
13 G
|
Page 5 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Institutional Venture Management XII, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
☐ (b) ☒ (1)
|
||
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
0 shares
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐ |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
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.
|
CUSIP NO. 57063L 10 7
|
13 G
|
Page 6 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Todd C. Chaffee
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
☐ (b) ☒
(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
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐ |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
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.
|
CUSIP NO. 57063L 10 7
|
13 G
|
Page 7 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Norman A. Fogelsong
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
☐ (b) ☒
(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
|
5
|
SOLE VOTING POWER
118,317 shares (2)
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
118,317 shares (2)
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐ |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.3% (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 (i) 94,654 shares of Common Stock held by the Norman A. & Jill M. Fogelsong Trust U/T/A dated 3/22/84 and (ii) 23,663 shares of Common Stock held by The Fogelsong Children’s Trust U/T/D 8/1/85.
|
(3)
|
This percentage set forth on the cover sheets are calculated based on 41,212,204 shares of the Common Stock outstanding as of November 6, 2014, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2014.
|
CUSIP NO. 57063L 10 7
|
13 G
|
Page 8 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Stephen J. Harrick
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
☐ (b) ☒ (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
|
5
|
SOLE VOTING POWER
118,318 shares (2)
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
118,318 shares (2)
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐ |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.3% (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)
|
The shares of Common Stock are held by The Harrick Min Family Trust U/D/T November 30, 2005.
|
(3)
|
This percentage set forth on the cover sheets are calculated based on 41,212,204 shares of the Common Stock outstanding as of November 6, 2014, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2014, as filed with the Commission on November 10, 2014.
|
CUSIP NO. 57063L 10 7
|
13 G
|
Page 9 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
J. Sanford Miller
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
☐ (b) ☒ (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
|
5
|
SOLE VOTING POWER
28,318 shares (2)
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
28,318 shares (2) |
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐ |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0% (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)
|
The shares of Common Stock are held by Miller Venture Partners, LP.
|
(3)
|
This percentage set forth on the cover sheets are calculated based on 41,212,204 shares of the Common Stock outstanding as of November 6, 2014, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2014, as filed with the Commission on November 10, 2014.
|
CUSIP NO. 57063L 10 7
|
13 G
|
Page 10 of 13 Pages
|
1
|
NAMES OF REPORTING PERSONS
Dennis B. Phelps
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
☐ (b) ☒ (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
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
0 shares
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
0 shares
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 shares
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
☐ |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
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.
|
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.
|
Reporting Persons
|
|
Shares Held
Directly |
Sole Voting
Power |
Shared
Voting Power |
Sole
Dispositive Power |
Shared
Dispositive Power |
Beneficial
Ownership |
Percentage of
Class (1) |
|||||||||||||||||||||
IVP XII
|
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||
IVM XII
|
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||
IVP XIII
|
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||
IVM XIII
|
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||
Chaffee
|
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||||
Fogelsong
|
118,317 | 118,317 | 0 | 118,317 | 0 | 118,317 | 0.3 | % | |||||||||||||||||||||
Harrick
|
118,318 | 118,318 | 0 | 118,318 | 0 | 118,318 | 0.3 | % | |||||||||||||||||||||
Miller
|
28,318 | 28,318 | 0 | 28,318 | 0 | 28,318 | 0.0 | % | |||||||||||||||||||||
Phelps
|
0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % |
(1)
|
This percentage is based on 41,212,204 shares of the Common Stock outstanding as of November 6, 2014, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2014, as filed with the Commission on November 10, 2014.
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
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.
|
Item 9
|
Notice of Dissolution of Group.
|
|
Not applicable.
|
|
Not applicable.
|
12 |
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
|
||
13 |
CUSIP No. 57063L 10 7 | 13G |
Exhibit 99.1
|
By: | /s/ Melanie Chladek | |
Melanie Chladek, Attorney-in-Fact |
By: | /s/ Melanie Chladek | |
Melanie Chladek, Attorney-in-Fact |
By: | /s/ Melanie Chladek | ||
Melanie Chladek, Attorney-in-Fact |
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
|