Marqeta, Inc. — Director's Dealing 2021

Nov 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marqeta, Inc. (MQ)
CIK: 0001522540
Period of Report: 2021-11-12

Reporting Person: 83North II Limited Partnership (10% Owner)
Reporting Person: 83North II GP, L.P. (10% Owner)
Reporting Person: 83North II Manager, Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-12	Class A Common Stock	C	13572401	—	Acquired	13572401	Direct
2021-11-12	Class A Common Stock	J	13572401	—	Disposed	0	Direct
2021-11-12	Class A Common Stock	S	1500000	$24.7007	Disposed	1251468	Indirect
2021-11-12	Class A Common Stock	S	1251468	$26.1663	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-12	Class B Common Stock	$	C	13572401	Disposed		Class A Common Stock (13572401)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.