Sec Form 4 Filing - Pepper Douglas A @ Marketo, Inc. - 2015-07-24

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
Pepper Douglas A
2. Issuer Name and Ticker or Trading Symbol
Marketo, Inc. [ MKTO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INTERWEST PARTNERS, 2710 SAND HILL ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2015
(Street)
MENLO PARK, CA94025
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 07/24/2015 J( 1 ) 750,000 D $ 0 1,725,756 ( 3 ) I By InterWest Partners IX, LP
Common Stock 07/24/2015 J( 1 ) 7,500 A $ 0 7,500 I By InterWest Management Partners IX, LLC
Common Stock 07/24/2015 J( 2 ) 7,500 D $ 0 0 I By InterWest Management Partners IX, LLC
Common Stock 07/24/2015 J( 2 ) 435 A $ 0 22,713 ( 4 ) D
Common Stock 07/27/2015 S 7,192 D $ 30.25 15,521 ( 4 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pepper Douglas A
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Signatures
/s/ Douglas A. Pepper by Karen A. Wilson, Power of Attorney 07/28/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents pro rata in-kind distribution by InterWest Partners IX, LP ("IP9") without consideration to its limited and general partners in accordance with the terms of the InterWest Partners IX, LP Limited Partnership Agreement. Includes 7,500 shares distributed to InterWest Management Partners IX, LLC ("IMP9") its general partner.
( 2 )Represents pro rata in-kind distribution by IMP9 without consideration to its members in accordance with the terms of the InterWest Management Partners IX, LLC Operating Agreement. Includes 435 shares distributed to Pepper.
( 3 )The shares are owned by IP9. The general partner of IP9 is IMP9. Gianos, Oronsky, Kliman, Holmes, Kjellson, Cleveland, Pepper and Nasr have shared voting and investment control over shares owned by IP9, and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein
( 4 )Includes 3,671 RSUs that will vest upon the earlier of (i) the 2016 annual stockholder meeting of the issuer, and (ii) one year from the grant date (June 1, 2016), subject to continued service by the grantee on the vesting date.

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).
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