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: Gardner Jason M. (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-11	Common Stock	C	274350	—	Acquired	39922553	Indirect
2021-06-11	Common Stock	J	39922553	—	Disposed	0	Indirect
2021-06-11	Common Stock	J	625000	—	Disposed	0	Indirect
2021-06-11	Common Stock	J	625000	—	Disposed	0	Indirect
2021-06-11	Common Stock	J	8000000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-11	Series A Preferred Stock	$	C	274350	Disposed		Common Stock (274350)	Indirect
2021-06-11	Class B Common Stock	$	J	39922553	Acquired		Class A Common Stock (39922553)	Indirect
2021-06-11	Class B Common Stock	$	J	625000	Acquired		Class A Common Stock (625000)	Indirect
2021-06-11	Class B Common Stock	$	J	625000	Acquired		Class A Common Stock (625000)	Indirect
2021-06-11	Class B Common Stock	$	J	8000000	Acquired		Class A Common Stock (8000000)	Indirect
2021-06-11	Stock Option (Right to Buy)	$0.40	J	770557	Disposed	2029-02-23	Common Stock (770557)	Direct
2021-06-11	Stock Option (Right to Buy)	$0.40	J	770557	Acquired	2029-02-23	Class B Common Stock (770557)	Direct
2021-06-11	Stock Option (Right to Buy)	$2.25	J	458334	Disposed	2030-05-04	Common Stock (458334)	Direct
2021-06-11	Stock Option (Right to Buy)	$2.25	J	458334	Acquired	2030-05-04	Class B Common Stock (458334)	Direct
2021-06-11	Stock Option (Right to Buy)	$10.48	J	1059639	Disposed	2031-02-10	Common Stock (1059639)	Direct
2021-06-11	Stock Option (Right to Buy)	$10.48	J	1059639	Acquired	2031-02-10	Class B Common Stock (1059639)	Direct
2021-06-11	Stock Option (Right to Buy)	$10.48	J	150000	Disposed	2031-02-10	Common Stock (150000)	Direct
2021-06-11	Stock Option (Right to Buy)	$10.48	J	150000	Acquired	2031-02-10	Class B Common Stock (150000)	Direct
2021-06-11	Stock Option (Right to Buy)	$21.49	J	19740923	Disposed	2031-04-12	Common Stock (19740923)	Direct
2021-06-11	Stock Option (Right to Buy)	$21.49	J	19740923	Acquired	2031-04-12	Class B Common Stock (19740923)	Direct
2021-06-11	Stock Option (Right to Buy)	$23.40	J	47267	Disposed	2031-05-04	Common Stock (47267)	Direct
2021-06-11	Stock Option (Right to Buy)	$23.40	J	47267	Acquired	2031-05-04	Class B Common Stock (47267)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.

F5: The shares are held of record by Jason Gardner, as trustee of the Jason Gardner 2020 GRAT, dated November 23, 2020.

F6: The shares are held of record by Jocelyne Gardner, the spouse of the Reporting Person, as trustee of the Jocelyne Gardner 2020 GRAT, dated November 23, 2020.

F7: The shares are held of record by trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children.

F8: The stock option vests in 48 monthly installments after February 24, 2019, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option is early exercisable by the Reporting Person.

F9: The stock option vests in 48 monthly installments after April 1, 2020, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option is early exercisable by the Reporting Person.

F10: The stock option shall vest with respect to 50% of the shares on January 1, 2023, and shall vest in 24 additional monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option is early exercisable by the Reporting Person.

F11: The stock option vests in 48 monthly installments after January 1, 2021, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option is early exercisable by the Reporting Person.

F12: The stock option represents a long-term performance award as further described in the Issuer's registration statement on Form S-1 (File No. 333-256154). The stock option vests in up to seven equal tranches contingent upon the Issuer achieving certain common stock price targets over a period ending on the seven year anniversary of the date of the Issuer's initial public offering, but only up to 20% of the stock option may vest during the first four years following the Issuer's initial public offering. The vesting of the option is subject to the Reporting Person's continued service with the Issuer as of each such vesting date.