Marketo (MKTO) Form 4 Marketo / PHILLIP M FERNANDEZ 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^*

FERNANDEZ PHILLIP M

(Last) (First) (Middle)

901 MARINERS ISLAND BLVD

(Street)

SAN MATEO CA 94404

(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
X	Officer (give title below)	Other (specify below)
President, CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2016

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	05/17/2016		M		1,010	A	$2.38	159,891	D
Common Stock	05/17/2016		M		9,790	A	$4.56	169,681	D
Common Stock	05/17/2016		S(1)		10,800	D	$26.7866(2)	158,881	D
Common Stock	05/18/2016		M		10,800	A	$4.56	169,681	D
Common Stock	05/18/2016		S(1)		10,800	D	$26.9478(3)	158,881	D
Common Stock								310,214	I	by Trust(4)
Common Stock								41,695	I	by Trust2(5)

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)	$2.38	05/17/2016		M			1,010	(6)	01/24/2021	Common Stock	1,010	$0.0	16,059	D
Non-Qualified Stock Option (right to buy)	$4.56	05/17/2016		M			9,790	(7)	04/30/2022	Common Stock	9,790	$0.0	426,210	D
Non-Qualified Stock Option (right to buy)	$4.56	05/18/2016		M			10,800	(7)	04/30/2022	Common Stock	10,800	$0.0	415,410	D

Explanation of Responses:

1. The shares were sold pursuant to Mr. Fernandez's 10b5-1 Plan entered into on August 7, 2015.

2. This transaction was executed in multiple trades at prices ranging from $26.50 to $27.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $26.68 to $27.39. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which the reporting person serves as trustee.

5. The shares are held directly by the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.

6. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on January 25, 2012 and one forty-eighth of the shares vest monthly thereafter.

7. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 1, 2013 and one forty-eighth of the shares vest monthly thereafter.

	By: Erika Payne For: Phillip M. Fernandez	05/19/2016
	** 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).
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