Marqeta, Inc. | SEC Filing

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL,

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Marqeta, Inc. [ MQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/11/2021		C⁽¹⁾		17,103,653	A	⁽¹⁾	20,348,700	I	By: ICONIQ Strategic Partners III, L.P.⁽³⁾⁽⁴⁾
Common Stock	06/11/2021		J⁽²⁾		20,348,700	A	⁽²⁾	0	I	By: ICONIQ Strategic Partners III, L.P.⁽³⁾⁽⁴⁾
Common Stock	06/11/2021		C⁽¹⁾		18,277,810	A	⁽¹⁾	21,745,169	I	By: ICONIQ Strategic Partners III-B, L.P.⁽³⁾⁽⁴⁾
Common Stock	06/11/2021		J⁽²⁾		21,745,169	D	⁽²⁾	0	I	By: ICONIQ Strategic Partners III-B, L.P.⁽³⁾⁽⁴⁾
Class A Common Stock	06/11/2021		P⁽⁵⁾		143,245	A	$27	143,245	I	By: ICONIQ Strategic Partners III, L.P.⁽³⁾⁽⁴⁾
Class A Common Stock	06/11/2021		P⁽⁵⁾		153,051	A	$27	153,051	I	By: ICONIQ Strategic Partners III-B, L.P.⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			206,971	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	206,971	$0.00	0	I	By: ICONIQ Strategic Partners III, L.P.⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			2,037,250	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	2,037,250	$0.00	0	I	By: ICONIQ Strategic Partners III, L.P.⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			822,719	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	822,719	$0.00	0	I	By: ICONIQ Strategic Partners III, L.P.⁽³⁾⁽⁴⁾
Series D-1 Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			14,036,713	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	14,036,713	$0.00	0	I	By: ICONIQ Strategic Partners III, L.P.⁽³⁾⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			221,151	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	221,151	$0.00	0	I	By: ICONIQ Strategic Partners III-B, L.P.⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			2,176,820	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	2,176,820	$0.00	0	I	By: ICONIQ Strategic Partners III-B, L.P.⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			879,082	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	879,082	$0.00	0	I	By: ICONIQ Strategic Partners III-B, L.P.⁽³⁾⁽⁴⁾
Series D-1 Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			15,000,757	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	15,000,757	$0.00	0	I	By: ICONIQ Strategic Partners III-B, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽⁴⁾	06/11/2021		J⁽²⁾		20,348,700		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	20,348,700	$0.00	20,348,700	I	By: ICONIQ Strategic Partners III, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽⁴⁾	06/11/2021		J⁽²⁾		21,745,169		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	21,745,169	$0.00	21,745,169	I	By: ICONIQ Strategic Partners III-B, L.P.⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL,

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III TT GP, Ltd.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Makan Divesh

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediate prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into common stock of the Issuer (the "Common Stock").

2. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

3. These shares are held by either ICONIQ Strategic Partners III, L.P. ("ICONIQ III") or ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"), as applicable. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the general partner of ICONIQ III GP. Divesh Makan ("Makan") and William Griffith ("Griffith") are the sole equity holders and directors of ICONIQ III Parent GP.

4. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A common stock of the Issuer (the "Class A Common Stock") and will mandatorily convert into Class A Common Stock on the date that is ten years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.

5. These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.

Remarks:

	ICONIQ Strategic Partners III GP, LP., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/15/2021
	ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/15/2021
	ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/15/2021
	ICONIQ Strategic Partners III-B, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/15/2021
	DIVESH MAKAN, /s/ Divesh Makan	06/15/2021
	WILLIAM GRIFFITH, /s/ William Griffith	06/15/2021
	** Signature of Reporting Person	Date
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