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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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^*

McKay Christopher

(Last)

(First)

(Middle)

180 GRAND AVENUE, 6TH FLOOR

(Street)

OAKLAND

94612

(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)

X	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)

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. 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⁾		53,827,878	A	⁽¹⁾	53,827,878	I	By Granite Ventures II, L.P.⁽³⁾
Common Stock	06/11/2021		C⁽¹⁾		433,818	A	⁽¹⁾	433,818	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽³⁾
Common Stock	06/11/2021		J⁽²⁾		53,827,878	D	⁽⁴⁾	0	I	By Granite Ventures II, L.P.⁽³⁾
Common Stock	06/11/2021		J⁽²⁾		433,818	D	⁽⁴⁾	0	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽³⁾
Common Stock	06/11/2021		J⁽²⁾		120,538	D	⁽⁴⁾	0	I	See Footnote⁽⁵⁾

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⁾			43,452,705	⁽¹⁾	⁽¹⁾	Common Stock	43,452,705	$0.00	0	I	By Granite Ventures II, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			6,732,210	⁽¹⁾	⁽¹⁾	Common Stock	6,732,210	$0.00	0	I	By Granite Ventures II, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			2,813,316	⁽¹⁾	⁽¹⁾	Common Stock	2,813,316	$0.00	0	I	By Granite Ventures II, L.P.⁽³⁾
Series D Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			829,647	⁽¹⁾	⁽¹⁾	Common Stock	829,647	$0.00	0	I	By Granite Ventures II, L.P.⁽³⁾
Series A Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			355,695	⁽¹⁾	⁽¹⁾	Common Stock	355,695	$0.00	0	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			55,095	⁽¹⁾	⁽¹⁾	Common Stock	55,095	$0.00	0	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	06/11/2021		C⁽¹⁾			23,028	⁽¹⁾	⁽¹⁾	Common Stock	23,028	$0.00	0	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽³⁾
Class B Common Stock	⁽⁴⁾	06/11/2021		J⁽²⁾		120,538		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	120,538	$0.00	120,538	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽⁴⁾	06/11/2021		J⁽²⁾		53,827,878		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	53,827,878	$0.00	53,827,878	I	By Granite Ventures II, L.P.⁽³⁾
Class B Common Stock	⁽⁴⁾	06/11/2021		J⁽²⁾		433,818		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	433,818	$0.00	433,818	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽³⁾

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Preferred Stock automatically converted into one share of the Issuer's Common Stock on a one-for-one basis. The Preferred Stock had no expiration date.

2. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's 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 and Rule 16b-3.

3. Granite Management II, LLC is the general partner of Granite Ventures II, L.P. and Granite Ventures Entrepreneurs Fund II, L.P. The Reporting Person is one of several managing directors of Granite Management II, LLC and as such may be deemed to have voting and investment power with respect to such shares. Granite Ventures LLC is the managing member of Granite Management II, LLC. Granite Ventures LLC through Granite Management II, LLC has sole voting and dispositive power over shares held by Granite Ventures II L.P. and Granite Ventures Entrepreneurs Fund II, L.P. Standish O'Grady, Jacqueline Berterretche and Christopher McKay are managing directors of the general partner entities of these funds that directly hold shares and as such Mr. O'Grady, Ms. Berterretche and Mr. McKay may be deemed to have voting and dispositive power with respect to such shares.

4. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.

5. The shares are held of record by Christopher McKay and Sarah McKay as trustees of the McKay Family Trust, dated August 12, 2020.

Remarks:

	/s/ Seth Weissman, Attorney-in-Fact	06/15/2021
	** 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).
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