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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* 83North II Limited Partnership (Last) (First) (Middle) 10 SDEROT ABBA EBAN BLDG. C, 9TH FLOOR (Street) HERZLIYA L3 4673303 (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) 11/12/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/12/2021		C(1)		13,572,401	A	(1)	13,572,401	D(2)
Class A Common Stock	11/12/2021		J(1)		13,572,401	D	(1)	0	D(2)
Class A Common Stock	11/12/2021		S		1,500,000	D	$24.7007(3)	1,251,468	I(4)	By 83North II GP, L.P.
Class A Common Stock	11/12/2021		S		1,251,468	D	$26.1663(5)	0	I(4)	By 83North II GP, L.P.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	11/12/2021		C(1)			13,572,401	(1)	(1)	Class A Common Stock	13,572,401	$0.00	25,205,888	D(2)

1. Name and Address of Reporting Person* 83North II Limited Partnership (Last) (First) (Middle) 10 SDEROT ABBA EBAN BLDG. C, 9TH FLOOR (Street) HERZLIYA L3 4673303 (City) (State) (Zip)

1. Name and Address of Reporting Person* 83North II GP, L.P. (Last) (First) (Middle) 10 SDEROT ABBA EBAN BLDG. C, 9TH FLOOR (Street) HERZLIYA L3 4673303 (City) (State) (Zip)

1. Name and Address of Reporting Person* 83North II Manager, Ltd. (Last) (First) (Middle) 10 SDEROT ABBA EBAN BLDG. C, 9TH FLOOR (Street) HERZLIYA L3 4673303 (City) (State) (Zip)

Explanation of Responses:

1. On November 12, 2021, 83North II Limited Partnership ("83North II LP") converted in the aggregate 13,572,401 shares of the Issuer's Class B Common Stock into 13,572,401 shares of the Issuer's Class A Common Stock. Subsequently on the same date, 83North II LP distributed in-kind, without consideration, 13,572,401 shares of Class A Common Stock pro-rata to its limited partners and its general partner, 83North II GP, L.P. ("83North II GP"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

2. Shares held by 83North II LP. 83North II GP is the general partner of 83North II LP, and 83North II Manager, Ltd. ("83North II GPGP") is the general partner of 83North II GP. Each of 83North II GP and 83North II GPGP disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.093735 to $25.004145, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

4. Shares held by 83North II GP. 83North II GPGP disclaims beneficial ownership of these securities for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.888933 to $26.393484, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

Remarks:

	83North II Limited Partnership, By: 83North II GP, L.P., its general partner, By: 83North II Manager, Ltd., its general partner, By: /s/ Rami Fital, Title: CFO	11/17/2021
	83North II GP, L.P., By: 83North II Manager, Ltd., its general partner, By: /s/ Rami Fital, Title: CFO	11/17/2021
	83North II Manager, Ltd., By: /s/ Rami Fital, Title: CFO	11/17/2021
	** 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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