Marqeta, Inc. — Director's Dealing 2021

Jun 9, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Marqeta, Inc. (MQ)
CIK: 0001522540
Period of Report: 2021-06-08

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3245047	Indirect
Common Stock	3467359	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (206971)		Indirect
Series B Preferred Stock	$		Common Stock (2037250)		Indirect
Series C Preferred Stock	$		Common Stock (822719)		Indirect
Series D-1 Preferred Stock	$		Common Stock (14036713)		Indirect
Series A Preferred Stock	$		Common Stock (221151)		Indirect
Series B Preferred Stock	$		Common Stock (2176820)		Indirect
Series C Preferred Stock	$		Common Stock (879082)		Indirect
Series D-1 Preferred Stock	$		Common Stock (15000757)		Indirect

Footnotes

F1: Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Preferred Stock into Common Stock (as described below), each share of Common Stock shall be reclassified into one share of Class B common stock of the Issuer (the "Class B Common Stock") in an exempt transaction pursuant to Rule 16b-7. Each outstanding share of Class B Common Stock will be 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.

F2: 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.

F3: Each of ICONIQ III GP, ICONIQ III Parent GP, Makan and Griffith 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 or his 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 Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D-1 Preferred Stock (collectively, the "Preferred Stock") shall automatically convert on a one-for-one basis into common stock of the Issuer (the "Common Stock") immediately prior to the closing of the Issuer's initial public offering and has no expiration date.