Sec Form 4 Filing - Mayfield XIII, a Cayman Islands Exempted Limited Partnership @ Marketo, Inc. - 2013-09-18

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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
Mayfield XIII, a Cayman Islands Exempted Limited Partnership
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)
2800 SAND HILL ROAD, 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 886,662 ( 1 ) D $ 33.9912 ( 2 ) 3,261,519 D ( 3 ) ( 4 ) ( 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 (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
Mayfield XIII, a Cayman Islands Exempted Limited Partnership
2800 SAND HILL ROAD
SUITE 250
MENLO PARK, CA94025
X
Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership
2800 SAND HILL ROAD
SUITE 250
MENLO PARK, CA94025
X See Explanation of Responses
Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Co
2800 SAND HILL ROAD
SUITE 250
MENLO PARK, CA94025
X See Explanation of Responses
Beck James T
2800 SAND HILL ROAD
SUITE 250
MENLO PARK, CA94025
See Explanation of Responses
Chaddha Navin
2800 SAND HILL ROAD
SUITE 250
MENLO PARK, CA94025
See Explanation of Responses
VASAN ROBERT T
2800 SAND HILL ROAD
SUITE 250
MENLO PARK, CA94025
See Explanation of Responses
Signatures
James T. Beck, Authorized Signatory for Mayfield XIII Management (UGP), Ltd., the General Partner of Mayfield XIII Management (EGP), L.P., the General Partner of Mayfield XIII, a Cayman Islands Exempted Limited Partnership 09/19/2013
Signature of Reporting Person Date
James T. Beck, Authorized Signatory for Mayfield XIII Management (UGP), Ltd., the General Partner of Mayfield XIII Management (EGP), L.P. 09/19/2013
Signature of Reporting Person Date
James T. Beck, Authorized Signatory for Mayfield XIII Management (UGP), Ltd. 09/19/2013
Signature of Reporting Person Date
James T. Beck 09/19/2013
Signature of Reporting Person Date
James T. Beck, Attorney-in-fact for Navin Chaddha 09/19/2013
Signature of Reporting Person Date
James T. Beck, Attorney-in-fact for Robert T. Vasan 09/19/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are shares of common stock ("Common Stock") of Marketo, Inc. (the "Company") disposed of in connection with a registered secondary offering of Common Stock of Marketo reported in Marketo's registration statement (File No. 333-190903) (as amended) filed with the Securities and Exchange Commission on September 13, 2013 (the "Offering"). The Offering closed on September 18, 2013.
( 2 )The per share sale price reported in Column 4 is $33.99125.
( 3 )The shares of common stock are held directly by Mayfield XIII, a Cayman Islands Exempted Limited Partnership ("MF XIII"). Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership ("MF XIII EGP"), is the general partner of Mayfield XIII and in such capacity may be deemed to beneficially own the shares held by MF XIII. Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company ("MF XIII UGP"), is the general partner of MF XIII EGP, and in such capacity may be deemed to beneficially own the shares held by MF XIII EGP. MF XIII UGP is managed by a three person board of directors, and all board action relating to the voting or disposition of the shares held by MF XIII requires approval of a majority of the board.
( 4 )Each of James T. Beck, Navin Chaddha, and Robert T. Vasan, as the directors of MF XIII UGP, may be deemed to share beneficial ownership of the shares which are beneficially owned by MF XIII, but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
( 5 )The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of equity securities covered by this statement.

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