SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Marketo, Inc. [ MKTO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/16/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/16/2016 | U | 471,726(1) | D | (2) | 0 | D | |||
Common Stock | 08/16/2016 | U | 310,214 | D | (2) | 0 | I | See Footnote(3) | ||
Common Stock | 08/16/2016 | U | 41,695 | D | (2) | 0 | I | See Footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $2.38 | 08/16/2016 | D | 16,059 | (5) | 01/24/2021 | Common Stock | 16,059 | (5) | 0 | D | ||||
Employee Stock Option (right to buy) | $4.56 | 08/16/2016 | D | 372,210 | (6) | 04/30/2022 | Common Stock | 372,210 | (6) | 0 | D | ||||
Employee Stock Option (right to buy) | $7.42 | 08/16/2016 | D | 375,000 | (7) | 02/06/2023 | Common Stock | 375,000 | (7) | 0 | D | ||||
Performance Shares | $0.00 | 08/16/2016 | D | 66,715 | (8) | 12/31/2017 | Common Stock | 66,715 | (8) | 0 | D | ||||
Performance Shares | $0.00 | 08/16/2016 | D | 95,046 | (9) | 12/31/2018 | Common Stock | 95,046 | (9) | 0 | D |
Explanation of Responses: |
1. 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. |
2. Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share. |
3. The shares are held directly by Phillip M. Fernandez Living Trust dated August 4, 2010, for which the Reporting Person serves as trustee. |
4. The shares are held directly by Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014, for which the Reporting Person serves as trustee. |
5. The option, originally for 128,469 shares and of which 112,410 shares have been exercised, which provided for vesting as to one-fourth of the shares on January 25, 2012 and one forty-eighth of the shares monthly 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. |
6. The option, originally for 700,000 shares and of which 327,790 shares have been exercised, which provided for vesting as to one-fourth of the shares on May 1, 2013 and one forty-eighth of the shares monthly 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. |
7. The option, 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. |
8. 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 55,864, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 66,715 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share. |
9. 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 65,000, as set forth in the Reporting Person's Form 4 filed February 22, 2016, to 95,046 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 | 08/18/2016 | |
** 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 4 (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. |