Marketo (MKTO) SC 13G/A Marketo, Inc.

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. 1) *

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, 2014

(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)

☒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).

CUSIP NO.  57063L 10 7 13 G Page 2 of 13 Pages

1	NAMES OF REPORTING PERSONS. Institutional Venture Partners XIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐          (b) ☒(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 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
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.

CUSIP NO.  57063L 10 7 13 G Page 3 of 13 Pages

1	NAMES OF REPORTING PERSONS Institutional Venture Management XIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐          (b) ☒(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 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
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.

CUSIP NO.  57063L 10 7 13 G Page 4 of 13 Pages

1	NAMES OF REPORTING PERSONS. Institutional Venture Partners XII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐           (b) ☒(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 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
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.

CUSIP NO.  57063L 10 7 13 G Page 5 of 13 Pages

1	NAMES OF REPORTING PERSONS Institutional Venture Management XII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐          (b) ☒ (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 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
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.

CUSIP NO.  57063L 10 7 13 G Page 6 of 13 Pages

1	NAMES OF REPORTING PERSONS Todd C. Chaffee
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐          (b) ☒(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 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
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.

CUSIP NO.  57063L 10 7 13 G Page 7 of 13 Pages

1	NAMES OF REPORTING PERSONS Norman A. Fogelsong
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐          (b) ☒(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 118,317 shares (2)
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 118,317 shares (2)
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.3% (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 (i) 94,654 shares of Common Stock held by the Norman A. & Jill M. Fogelsong Trust U/T/A dated 3/22/84 and (ii) 23,663 shares of Common Stock held by The Fogelsong Children’s Trust U/T/D 8/1/85.

(3)   This percentage set forth on the cover sheets are calculated based on 41,212,204 shares of the Common Stock outstanding as of November 6, 2014, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2014.

CUSIP NO.  57063L 10 7 13 G Page 8 of 13 Pages

1	NAMES OF REPORTING PERSONS Stephen J. Harrick
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐      (b) ☒(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 118,318 shares (2)
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 118,318 shares (2)
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.3% (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)   The shares of Common Stock are held by The Harrick Min Family Trust U/D/T November 30, 2005.

(3)   This percentage set forth on the cover sheets are calculated based on 41,212,204 shares of the Common Stock outstanding as of November 6, 2014, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2014, as filed with the Commission on November 10, 2014.

CUSIP NO.  57063L 10 7 13 G Page 9 of 13 Pages

1	NAMES OF REPORTING PERSONS J. Sanford Miller
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐      (b) ☒(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 28,318 shares (2)
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 28,318 shares (2)
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0% (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)   The shares of Common Stock are held by Miller Venture Partners, LP.

(3)   This percentage set forth on the cover sheets are calculated based on 41,212,204 shares of the Common Stock outstanding as of November 6, 2014, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2014, as filed with the Commission on November 10, 2014.

CUSIP NO.  57063L 10 7 13 G Page 10 of 13 Pages

1	NAMES OF REPORTING PERSONS Dennis B. Phelps
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ☐      (b) ☒(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 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                                           0 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.0%
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.

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
(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

(c)   Citizenship:

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

Item 3 Not applicable.

11

Item 4 Ownership.

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, 2014:

Reporting Persons	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
IVP XII		0		0		0		0		0		0		0.0	%
IVM XII		0		0		0		0		0		0		0.0	%
IVP XIII		0		0		0		0		0		0		0.0	%
IVM XIII		0		0		0		0		0		0		0.0	%
Chaffee		0		0		0		0		0		0		0.0	%
Fogelsong		118,317		118,317		0		118,317		0		118,317		0.3	%
Harrick		118,318		118,318		0		118,318		0		118,318		0.3	%
Miller		28,318		28,318		0		28,318		0		28,318		0.0	%
Phelps		0		0		0		0		0		0		0.0	%

(1) This percentage is based on 41,212,204 shares of the Common Stock outstanding as of November 6, 2014, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2014, as filed with the Commission on November 10, 2014.

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.

Item 9 Notice of Dissolution of Group.

Not applicable.

Item 10      Certification.

Not applicable.

12

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 13, 2015

INSTITUTIONAL VENTURE PARTNERS XIII, L.P.

By:  Institutional Venture Management XIII, LLC

Its:  General Partner

By:	/s/ Melanie Chladek
	Melanie Chladek, Attorney-in-Fact
INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC
By:	/s/ Melanie Chladek
	Melanie Chladek, Attorney-in-Fact
INSTITUTIONAL VENTURE PARTNERS XII, L.P.
By:  Institutional Venture Management XII, LLC
Its:  General Partner
By:	/s/ Melanie Chladek
	Melanie Chladek, Attorney-in-Fact
INSTITUTIONAL VENTURE MANAGEMENT XII, LLC
By:	/s/ Melanie Chladek
	Melanie Chladek, Attorney-in-Fact
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for J. Sanford Miller
/s/ Melanie Chladek
Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps

Exhibit(s):

A:           Joint Filing Statement

13