Storm Ventures Fund Iii Form 4 Marketo / RYAN FLOYD ownership change

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^*

NAHM TAE HEA

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marketo, Inc. [ MKTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/01/2016		A		3,057(1)	A	$0.00	3,057	D
Common Stock								8,534	I	By Trust(2)
Common Stock								2,303,832	I	See footnotes(3)(4)
Common Stock								126,020	I	See footnotes(4)(5)
Common Stock								71,368	I	See footnotes(4)(6)
Common Stock								7,894	I	See footnotes(4)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Non-Qualified Stock Option (right to buy)	$35.16	06/01/2016		A		6,789		(8)	05/31/2016	Common Stock	6,789	$0.00	6,789	D

1. Name and Address of Reporting Person^*

NAHM TAE HEA

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STORM VENTURES FUND III LP

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STORM VENTURES AFFILIATES FUND III LP

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STORM VENTURES PRINCIPALS FUND III

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Storm Ventures Fund IV, L.P.

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STORM VENTURE ASSOCIATES III, L.L.C.

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STORM VENTURE ASSOCIATES IV, L.L.C.

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FLOYD RYAN

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MENDEZ M ALEX

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SUBHEDAR SANJAY

(Last) (First) (Middle)

C/O STORM VENTURES

3000 SANDHILL ROAD, SUITE 4-210

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of common stock that are issuable pursuant to Restricted Stock Unit ("RSU") awards. One hundred percent (100%) of the RSUs will vest upon the earlier of (i) the 2017 annual stockholder meeting of the issuer, and (ii) one year from the grant date (June 1, 2017), subject to continued service by the reporting person on the vesting date.

2. The shares are held directly by the Nahm Family Trust dated 9-23-1999 for which the reporting person serves as trustee.

3. The shares are held directly by Storm Ventures Fund III, L.P ("SV III").

4. Storm Venture Associates III, L.L.C. ("SVA LLC") is the general partner of SV III and SVA III and the managing member of SVP III and, as such, may be deemed to have shared power to vote and dispose of the Issuer's shares of common stock held of record by each such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC and, as such, may be deemed to have shared power to vote and dispose of the Issuer's shares of common stock held of record by each of SV III, SVA III, SVP III and SVA LLC. Each of the managing directors disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.

5. The shares are held directly by Storm Ventures Affiliates Fund III, L.P. ("SVA III").

6. The shares are held directly by Storm Ventures Principals Fund III, L.L.C. ("SVP III").

7. The shares were issued upon settlement of restricted stock units granted to the reporting person and transferred to SVA LLC pursuant to the terms of a management agreement between SVA LLC and the reporting person. The shares include 3,671 shares that were issued upon settlement of restricted stock units on June 1, 2016 and 4,223 shares that were issued upon settlement of restricted stock units on June 1, 2015.

8. One hundred percent (100%) of the shares underlying the option will vest upon the earlier of (i) the 2017 stockholder meeting of the Issuer and (ii) one year from the grant date (June 1, 2017), subject to continued service by the reporting person on the vesting date.

Remarks:

	/s/ Kevin Melia Attorney-in-Fact for Tae Hea Nahm	06/03/2016
	** Signature of Reporting Person	Date
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