Sec Form 4 Filing - STORM VENTURE ASSOCIATES III, L.L.C. @ 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
STORM VENTURE ASSOCIATES III, L.L.C.
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 STORM VENTURES, 2440 SAND HILL ROAD, SUITE 301
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 1,001,909 D $ 33.9913 3,685,450 I See footnotes ( 1 ) ( 4 )
Common Stock 09/18/2013 S 54,803 D $ 33.9913 201,586 I See footnotes ( 2 ) ( 4 )
Common Stock 09/18/2013 S 31,038 D $ 33.9913 114,170 I See footnotes ( 3 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STORM VENTURE ASSOCIATES III, L.L.C.
C/O STORM VENTURES
2440 SAND HILL ROAD, SUITE 301
MENLO PARK, CA94025
X
STORM VENTURES FUND III LP
C/O STORM VENTURES
2440 SAND HILL ROAD, SUITE 301
MENLO PARK, CA94025
X
STORM VENTURES AFFILIATES FUND III LP
C/O STORM VENTURES
2440 SAND HILL ROAD, SUITE 301
MENLO PARK, CA94025
X
STORM VENTURES PRINCIPALS FUND III
C/O STORM VENTURES
2440 SAND HILL ROAD, SUITE 301
MENLO PARK, CA94025
X
Signatures
/s/ Tae Hea Nahm, a Managing Member of Storm Venture Associates III, L.L.C. 09/18/2013
Signature of Reporting Person Date
/s/ Tae Hea Nahm, a Managing Member of Storm Venture Associates III, L.L.C., the General Partner of Storm Ventures Fund III, L.P. 09/18/2013
Signature of Reporting Person Date
/s/ Tae Hea Nahm, a Managing Member of Storm Venture Associates III, L.L.C., the General Partner of Storm Ventures Affiliates Fund III, L.P. 09/18/2013
Signature of Reporting Person Date
/s/ Tae Hea Nahm, a Managing Member of Storm Venture Associates III, L.L.C., the Managing Member of Storm Ventures Principals Fund III, L.L.C. 09/18/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held directly by Storm Ventures Fund III, L.P. ("SV III").
( 2 )The shares are held directly by Storm Ventures Affiliates Fund III, L.P. ("SVA III").
( 3 )The shares are held directly by Storm Ventures Principals Fund III, L.L.C. ("SVP III").
( 4 )Storm Venture Associates III, L.L.C. ("SVA LLC") is the general partner of SV III and SVA III and the managing member of SVP III. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar as the managing members of SVA LLC may be deemed to share voting and investment power with respect to the shares held by SV III, SVA III and SVP III. Each of the managing directors disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.

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