4//SEC Filing
Marketo, Inc. 4
Accession 0001104659-16-140496
CIK 0001490660operating
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 4:57 PM ET
Size
22.0 KB
Accession
0001104659-16-140496
Insider Transaction Report
Form 4
Marketo, Inc.MKTO
FERNANDEZ PHILLIP M
DirectorPresident, CEO & Chairman
Transactions
- Disposition to Issuer
Performance Shares
2016-08-16−66,715→ 0 totalExercise: $0.00Exp: 2017-12-31→ Common Stock (66,715 underlying) - Disposition from Tender
Common Stock
2016-08-16−41,695→ 0 total(indirect: See Footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-08-16−16,059→ 0 totalExercise: $2.38Exp: 2021-01-24→ Common Stock (16,059 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-08-16−375,000→ 0 totalExercise: $7.42Exp: 2023-02-06→ Common Stock (375,000 underlying) - Disposition from Tender
Common Stock
2016-08-16−310,214→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock
2016-08-16−471,726→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2016-08-16−372,210→ 0 totalExercise: $4.56Exp: 2022-04-30→ Common Stock (372,210 underlying) - Disposition to Issuer
Performance Shares
2016-08-16−95,046→ 0 totalExercise: $0.00Exp: 2018-12-31→ Common Stock (95,046 underlying)
Footnotes (9)
- [F1]Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive shares of Common Stock of the Issuer. The RSUs were cancelled pursuant to that certain Agreement and Plan of Merger, dated May 27, 2016, between the Issuer, Milestone Holdco, LLC and Milestone Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $35.25 per share.
- [F2]Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
- [F3]The shares are held directly by Phillip M. Fernandez Living Trust dated August 4, 2010, for which the Reporting Person serves as trustee.
- [F4]The shares are held directly by Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014, for which the Reporting Person serves as trustee.
- [F5]The option, originally for 128,469 shares and of which 112,410 shares have been exercised, which provided for vesting as to one-fourth of the shares on January 25, 2012 and one forty-eighth of the shares monthly thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
- [F6]The option, originally for 700,000 shares and of which 327,790 shares have been exercised, which provided for vesting as to one-fourth of the shares on May 1, 2013 and one forty-eighth of the shares monthly thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
- [F7]The option, which provided for vesting as to one twenty-fourth of the shares on March 7, 2015 and each month thereafter, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between $35.25 and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
- [F8]Market stock units ("MSUs") are performance share awards that are subject to achievement over three performance periods based on the performance of the Issuer's stock price compared to the performance of the NASDAQ Composite Index over the same periods. Pursuant to the change in control provisions set forth in the Performance Share Agreement evidencing the MSUs, the number of shares subject to the MSUs increased from 55,864, as set forth in the Reporting Person's Form 4 filed February 18, 2016, to 66,715 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
- [F9]MSUs are performance share awards that are subject to achievement over three performance periods based on the performance of the Issuer's stock price compared to the performance of the NASDAQ Composite Index over the same periods. Pursuant to the change in control provisions set forth in the Performance Share Agreement evidencing the MSUs, the number of shares subject to the MSUs increased from 65,000, as set forth in the Reporting Person's Form 4 filed February 22, 2016, to 95,046 shares. The MSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $35.25 per share.
Documents
Issuer
Marketo, Inc.
CIK 0001490660
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001490660
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 4:57 PM ET
- Size
- 22.0 KB