Sec Form 4 Filing - NAHM TAE HEA @ Marketo, Inc. - 2016-06-01

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 NAHM TAE HEA 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 STORM VENTURES, 3000 SANDHILL ROAD, SUITE 4-210 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2016 (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 06/01/2016 A 3,057 ( 1 ) A $ 0 3,057 D Common Stock 8,534 I By Trust ( 2 ) Common Stock 2,303,832 I See footnotes ( 3 ) ( 4 ) Common Stock 126,020 I See footnotes ( 4 ) ( 5 ) Common Stock 71,368 I See footnotes ( 4 ) ( 6 ) Common Stock 7,894 I See footnotes ( 4 ) ( 7 )

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) $ 35.16 06/01/2016 A 6,789 ( 8 ) 05/31/2016 Common Stock 6,789 $ 0 6,789 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NAHM TAE HEA C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X STORM VENTURES FUND III LP C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X STORM VENTURES AFFILIATES FUND III LP C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X STORM VENTURES PRINCIPALS FUND III C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X Storm Ventures Fund IV, L.P. C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X STORM VENTURE ASSOCIATES III, L.L.C. C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X STORM VENTURE ASSOCIATES IV, L.L.C. C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X FLOYD RYAN C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X MENDEZ M ALEX C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X SUBHEDAR SANJAY C/O STORM VENTURES 3000 SANDHILL ROAD, SUITE 4-210 MENLO PARK, CA94025 X Signatures /s/ Kevin Melia Attorney-in-Fact for Tae Hea Nahm 06/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock that are issuable pursuant to Restricted Stock Unit ("RSU") awards. One hundred percent (100%) of the RSUs will vest upon the earlier of (i) the 2017 annual stockholder meeting of the issuer, and (ii) one year from the grant date (June 1, 2017), subject to continued service by the reporting person on the vesting date. ( 2 )The shares are held directly by the Nahm Family Trust dated 9-23-1999 for which the reporting person serves as trustee. ( 3 )The shares are held directly by Storm Ventures Fund III, L.P ("SV 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 and, as such, may be deemed to have shared power to vote and dispose of the Issuer's shares of common stock held of record by each such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC and, as such, may be deemed to have shared power to vote and dispose of the Issuer's shares of common stock held of record by each of SV III, SVA III, SVP III and SVA LLC. Each of the managing directors disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein. ( 5 )The shares are held directly by Storm Ventures Affiliates Fund III, L.P. ("SVA III"). ( 6 )The shares are held directly by Storm Ventures Principals Fund III, L.L.C. ("SVP III"). ( 7 )The shares were issued upon settlement of restricted stock units granted to the reporting person and transferred to SVA LLC pursuant to the terms of a management agreement between SVA LLC and the reporting person. The shares include 3,671 shares that were issued upon settlement of restricted stock units on June 1, 2016 and 4,223 shares that were issued upon settlement of restricted stock units on June 1, 2015. ( 8 )One hundred percent (100%) of the shares underlying the option will vest upon the earlier of (i) the 2017 stockholder meeting of the Issuer and (ii) one year from the grant date (June 1, 2017), subject to continued service by the reporting person 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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