Douglas A Pepper Form 4 Marketo / Douglas A Pepper 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^*

Pepper Douglas A

(Last) (First) (Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(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)
07/24/2015

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

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

X	Form filed by One Reporting Person
	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	07/24/2015		J(1)		750,000	D	$0.00	1,725,756(3)	I	By InterWest Partners IX, LP
Common Stock	07/24/2015		J(1)		7,500	A	$0.00	7,500	I	By InterWest Management Partners IX, LLC
Common Stock	07/24/2015		J(2)		7,500	D	$0.00	0	I	By InterWest Management Partners IX, LLC
Common Stock	07/24/2015		J(2)		435	A	$0.00	22,713(4)	D
Common Stock	07/27/2015		S		7,192	D	$30.25	15,521(4)	D

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

Explanation of Responses:

1. Represents pro rata in-kind distribution by InterWest Partners IX, LP ("IP9") without consideration to its limited and general partners in accordance with the terms of the InterWest Partners IX, LP Limited Partnership Agreement. Includes 7,500 shares distributed to InterWest Management Partners IX, LLC ("IMP9") its general partner.

2. Represents pro rata in-kind distribution by IMP9 without consideration to its members in accordance with the terms of the InterWest Management Partners IX, LLC Operating Agreement. Includes 435 shares distributed to Pepper.

3. The shares are owned by IP9. The general partner of IP9 is IMP9. Gianos, Oronsky, Kliman, Holmes, Kjellson, Cleveland, Pepper and Nasr have shared voting and investment control over shares owned by IP9, and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein

4. Includes 3,671 RSUs that will vest upon the earlier of (i) the 2016 annual stockholder meeting of the issuer, and (ii) one year from the grant date (June 1, 2016), subject to continued service by the grantee on the vesting date.

Remarks:

	/s/ Douglas A. Pepper by Karen A. Wilson, Power of Attorney	07/28/2015
	** 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.
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