Sec Form 4 Filing - Institutional Venture Management XII, LLC @ Marketo, Inc. - 2013-09-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Institutional Venture Management XII, LLC
2. Issuer Name and Ticker or Trading Symbol
Marketo, Inc. [ MKTO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS, 3000 SAND HILL RD, BUILDING 2, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
09/18/2013
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/18/2013 S 402,070 D $ 33.9913 1,478,982 I See footnote ( 1 )
Common Stock 09/18/2013 S 402,070 D $ 33.9913 1,478,982 I See footnote ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Institutional Venture Management XII, LLC
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XII LP
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Management XIII, LLC
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XIII, L.P.
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Chaffee Todd C
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
FOGELSONG NORMAN A
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Harrick Stephen J
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Miller J Sanford
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Phelps Dennis B
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL RD, BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/ Melanie Chladek by power of attorney for Institutional Venture Management XII, LLC 09/18/2013
Signature of Reporting Person Date
/s/ Melanie Chladek by power of attorney for Institutional Venture Management XII, LLC, the General Partner of Institutional Venture Partners XII, L.P. 09/18/2013
Signature of Reporting Person Date
/s/ Melanie Chladek by power of attorney for Institutional Venture Management XIII, LLC 09/18/2013
Signature of Reporting Person Date
/s/ Melanie Chladek by power of attorney for Institutional Venture Management XIII, LLC, the General Partner of Institutional Venture Partners XIII, L.P. 09/18/2013
Signature of Reporting Person Date
/s/ Melanie Chladek by power of attorney for Todd C. Chaffee 09/18/2013
Signature of Reporting Person Date
/s/ Melanie Chladek by power of attorney for Norman A. Fogelsong 09/18/2013
Signature of Reporting Person Date
/s/ Melanie Chladek by power of attorney for Stephen J. Harrick 09/18/2013
Signature of Reporting Person Date
/s/ Melanie Chladek by power of attorney for J. Sanford Miller 09/18/2013
Signature of Reporting Person Date
/s/ Melanie Chladek by power of attorney for Dennis B. Phelps 09/18/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held of record by Institutional Venture Partners XII, L.P. ("IVP XII"). Institutional Venture Management XII LLC ("IVM XII") is the general partner of IVP XII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as the managing directors of IVM XII, may be deemed to have shared voting and dispositive power with respect to the shares held by IVP XII. Each of these reporting individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.
( 2 )The shares are held of record by Institutional Venture Partners XIII, L.P. ("IVP XIII"). Institutional Venture Management XIII LLC ("IVM XIII") is the general partner of IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as the managing directors of IVM XIII, may be deemed to have shared voting and dispositive power with respect to the shares held by IVP XIII. Each of these reporting individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.

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