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: 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
2021-06-11	Common Stock	C	38778289	—	Acquired	38778289	Direct
2021-06-11	Common Stock	J	38778289	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-11	Series A Preferred Stock	$	C	28727956	Disposed		Common Stock (28727956)	Direct
2021-06-11	Series B Preferred Stock	$	C	5005650	Disposed		Common Stock (5005650)	Direct
2021-06-11	Series C Preferred Stock	$	C	2836344	Disposed		Common Stock (2836344)	Direct
2021-06-11	Series D Preferred Stock	$	C	2208339	Disposed		Common Stock (2208339)	Direct
2021-06-11	Class B Common Stock	$	J	38778289	Acquired		Class A Common Stock (38778289)	Direct

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 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: 83North II GP, L.P. (the "83North II GP") is the general partner of 83North II Limited Partnership, and 83North II Manager, Ltd. (the "83North II GPGP") is the general partner of 83North II GP. Each of 83North II GP and 83North II GPGP disclaims beneficial ownership of the securities reported herein 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.

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.