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).
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 2 of 14 Pages |
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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 | | 5 | | 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. |
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 3 of 14 Pages |
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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 | | 5 | | 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. |
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 4 of 14 Pages |
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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 | | 5 | | 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. |
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 5 of 14 Pages |
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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 | | 5 | | 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. |
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 6 of 14 Pages |
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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 | | 5 | | 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. |
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 7 of 14 Pages |
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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 | | 5 | | 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. |
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 8 of 14 Pages |
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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 | | 5 | | 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. |
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 9 of 14 Pages |
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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 | | 5 | | 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. |
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CUSIP NO. 57063L 10 7 | | 13 G | | Page 10 of 14 Pages |
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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 | | 5 | | 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
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(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 |
| | |
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 |
11
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:
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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.
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Item 9 | Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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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
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INSTITUTIONAL VENTURE PARTNERS XIII L.P. |
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By: Institutional Venture Management XIII LLC |
Its: General Partner |
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By: | | /s/ Melanie Chladek |
| | Melanie Chladek, Attorney-in-Fact |
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INSTITUTIONAL VENTURE MANAGEMENT XIII LLC |
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By: | | /s/ Melanie Chladek |
| | Melanie Chladek, Attorney-in-Fact |
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INSTITUTIONAL VENTURE PARTNERS XII, L.P. |
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By: Institutional Venture Management XII, LLC |
Its: General Partner |
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By: | | /s/ Melanie Chladek |
| | Melanie Chladek, Attorney-in-Fact |
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INSTITUTIONAL VENTURE MANAGEMENT XII, LLC |
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By: | | /s/ Melanie Chladek |
| | Melanie Chladek, Attorney-in-Fact |
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/s/ Melanie Chladek |
Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee |
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/s/ Melanie Chladek |
Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong |
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/s/ Melanie Chladek |
Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick |
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/s/ Melanie Chladek |
Melanie Chladek, Attorney-in-Fact for J. Sanford Miller |
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/s/ Melanie Chladek |
Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps |
Exhibit(s):
14