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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FERNANDEZ PHILLIP M 		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
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO & Chairman
(Last)          (First)          (Middle)

901 MARINERS ISLAND BLVD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2016
(Street)

SAN MATEO, CA 94404
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/17/2016     M    1010.0   A $2.38   159891   D    
Common Stock   5/17/2016     M    9790.0   A $4.56   169681   D    
Common Stock   5/17/2016     S (1)    10800.0   D $26.7866   (2) 158881   D    
Common Stock   5/18/2016     M    10800.0   A $4.56   169681   D    
Common Stock   5/18/2016     S (1)    10800.0   D $26.9478   (3) 158881   D    
Common Stock                  310214   I   by Trust   (4)
Common Stock                  41695   I   by Trust2   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $2.38   5/17/2016     M         1010.0      (6) 1/24/2021   Common Stock   1010   $0.0   16059   D    
Non-Qualified Stock Option (right to buy)   $4.56   5/17/2016     M         9790.0      (7) 4/30/2022   Common Stock   9790   $0.0   426210   D    
Non-Qualified Stock Option (right to buy)   $4.56   5/18/2016     M         10800.0      (7) 4/30/2022   Common Stock   10800   $0.0   415410   D    

Explanation of Responses:
( 1)  The shares were sold pursuant to Mr. Fernandez's 10b5-1 Plan entered into on August 7, 2015.
( 2)  This transaction was executed in multiple trades at prices ranging from $26.50 to $27.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 3)  This transaction was executed in multiple trades at prices ranging from $26.68 to $27.39. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 4)  The shares are held directly by the Phillip M. Fernandez Living Trust dated August 4, 2010 for which the reporting person serves as trustee.
( 5)  The shares are held directly by the Fernandez-Sternbergh Joint Revocable Trust dated January 10, 2014 for which the reporting person serves as trustee.
( 6)  The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on January 25, 2012 and one forty-eighth of the shares vest monthly thereafter.
( 7)  The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 1, 2013 and one forty-eighth of the shares vest monthly thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FERNANDEZ PHILLIP M
901 MARINERS ISLAND BLVD
SAN MATEO, CA 94404 		X
President, CEO & Chairman

Signatures
By: Erika Payne For: Phillip M. Fernandez 5/19/2016
** Signature of Reporting Person 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
MARKETO, INC. (NASDAQ:MKTO)
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