Sec Form 4 Filing - Kinion Brian K @ Marketo, Inc. - 2016-08-16

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 Kinion Brian K 2. Issuer Name and Ticker or Trading Symbol Marketo, Inc. [ MKTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Financial Officer (Last) (First) (Middle) C/O MARKETO, INC., 901 MARINERS ISLAND BLVD 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2016 (Street) SAN MATEO, CA94404 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 08/16/2016 U 62,994 ( 1 ) D 0 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 (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 Non-Qualified Stock Option (right to buy) $ 31.67 08/16/2016 D 14,000 ( 3 ) 10/29/2024 Common Stock 14,000 ( 3 ) 0 D Performance Shares $ 0 08/16/2016 D 9,994 ( 4 ) 12/31/2018 Common Stock 9,994 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kinion Brian K C/O MARKETO, INC. 901 MARINERS ISLAND BLVD SAN MATEO, CA94404 SVP & Chief Financial Officer Signatures /s/ Margo Smith, by power of attorney 08/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 758 shares purchased under the Issuer's Employee Stock Purchase Plan on 08/09/2016. Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive shares of Common Stock of the Issuer. The RSUs were cancelled pursuant to that certain Agreement and Plan of Merger, dated May 27, 2016, between the Issuer, Milestone Holdco, LLC and Milestone Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $35.25 per share. ( 2 )Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share. ( 3 )The option, which provided for vesting as to one-fourth of the shares on October 30, 2015 and one forty-eighth of the shares monthly thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. ( 4 )Market stock units ("MSUs") are performance share awards that are subject to achievement over three performance periods based on the performance of the Issuer's stock price compared to the performance of the NASDAQ Composite Index over the same periods. Pursuant to the change in control provisions set forth in the Performance Share Agreement evidencing the MSUs, the number of shares subject to the MSUs increased from 6,835, as set forth in the Reporting Person's Form 4 filed March 9, 2016, to 9,994 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.

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