Marqeta, Inc. — Director's Dealing 2021

Jun 8, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39648203	Indirect
Common Stock	625000	Indirect
Common Stock	625000	Indirect
Common Stock	8000000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (274350)		Indirect
Stock Option (Right to Buy)	$0.40	2029-02-23	Common Stock (770557)		Direct
Stock Option (Right to Buy)	$2.25	2030-05-04	Common Stock (458334)		Direct
Stock Option (Right to Buy)	$10.48	2031-02-10	Common Stock (1059639)		Direct
Stock Option (Right to Buy)	$10.48	2031-02-10	Common Stock (150000)		Direct
Stock Option (Right to Buy)	$21.49	2031-04-12	Common Stock (19740923)		Direct
Stock Option (Right to Buy)	$23.40	2031-05-04	Common Stock (47267)		Direct

Footnotes

F1: Immediately prior to the completion 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 shall be reclassified into one share of 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.

F2: The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.

F3: The shares are held of record by Jason Gardner, as trustee of the Jason Gardner 2020 GRAT, dated November 23, 2020.

F4: The shares are held of record by Jocelyne Gardner, who is the spouse of the Reporting Person, as trustee of the Jocelyne Gardner 2020 GRAT, dated November 23, 2020.

F5: 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.

F6: Each share of Preferred Stock shall automatically convert on a one-for-one basis into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.