Sec Form 4 Filing - BALL FREDERICK @ Marketo, Inc. - 2014-02-18

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
BALL FREDERICK
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)
901 MARINERS ISLAND BLVD
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(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 02/18/2014 M 15,000 A $ 2.38 47,100 D
Common Stock 02/18/2014 S( 1 ) 14,400 D $ 39.4639 ( 2 ) 32,700 D
Common Stock 02/18/2014 S( 1 ) 600 D $ 40.0567 ( 3 ) 32,100 D
Common Stock 02/19/2014 M 18,000 A $ 2.38 28,000 I by Trust ( 4 )
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
Incentive Stock Option (right to buy) $ 2.38 02/19/2014 M 18,000 ( 5 ) 05/16/2021 Common Stock 18,000 $ 0 14,016 D
Non-Qualified Stock Option (right to buy) $ 2.38 02/18/2014 M 15,000 ( 5 ) 05/16/2021 Common Stock 15,000 $ 0 252,984 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BALL FREDERICK
901 MARINERS ISLAND BLVD
SAN MATEO, CA94404
SVP & Chief Financial Officer
Signatures
By: Margaretta Smith For: Frederick A. Ball 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Ball on 9/4/2013.
( 2 )This transaction was executed in multiple trades at prices ranging from $39.010 to $40.00. 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 $40.02 to $40.11. 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 1998 Ball Family Trust for which the Reporting Person serves as trustee.
( 5 )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 2, 2012 and one forty-eighth of the shares vest monthly thereafter.

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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