Marqeta, Inc. — Director's Dealing 2021

Jun 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marqeta, Inc. (MQ)
CIK: 0001522540
Period of Report: 2021-06-11

Reporting Person: ICONIQ Strategic Partners III, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III TT GP, Ltd. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III-B, L.P. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-11	Common Stock	C	17103653	—	Acquired	20348700	Indirect
2021-06-11	Common Stock	J	20348700	—	Acquired	0	Indirect
2021-06-11	Common Stock	C	18277810	—	Acquired	21745169	Indirect
2021-06-11	Common Stock	J	21745169	—	Disposed	0	Indirect
2021-06-11	Class A Common Stock	P	143245	$27.00	Acquired	143245	Indirect
2021-06-11	Class A Common Stock	P	153051	$27.00	Acquired	153051	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-11	Series A Preferred Stock	$	C	206971	Disposed		Common Stock (206971)	Indirect
2021-06-11	Series B Preferred Stock	$	C	2037250	Disposed		Common Stock (2037250)	Indirect
2021-06-11	Series C Preferred Stock	$	C	822719	Disposed		Common Stock (822719)	Indirect
2021-06-11	Series D-1 Preferred Stock	$	C	14036713	Disposed		Common Stock (14036713)	Indirect
2021-06-11	Series A Preferred Stock	$	C	221151	Disposed		Common Stock (221151)	Indirect
2021-06-11	Series B Preferred Stock	$	C	2176820	Disposed		Common Stock (2176820)	Indirect
2021-06-11	Series C Preferred Stock	$	C	879082	Disposed		Common Stock (879082)	Indirect
2021-06-11	Series D-1 Preferred Stock	$	C	15000757	Disposed		Common Stock (15000757)	Indirect
2021-06-11	Class B Common Stock	$	J	20348700	Acquired		Class A Common Stock (20348700)	Indirect
2021-06-11	Class B Common Stock	$	J	21745169	Acquired		Class A Common Stock (21745169)	Indirect

Footnotes

F1: 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").

F2: 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.

F3: 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.

F4: 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.

F5: These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.