Sec Form 4 Filing - 83North II Limited Partnership @ Marqeta, Inc. - 2021-06-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person 83North II Limited Partnership 2. Issuer Name and Ticker or Trading Symbol Marqeta, Inc. [ MQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10 SDEROT ABBA EBAN BLDG. C, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2021 (Street) HERZLIYA, L34673303 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/11/2021 C( 1 ) 38,778,289 A 38,778,289 D ( 3 ) Common Stock 06/11/2021 J( 2 ) 38,778,289 D 0 D ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 28,727,956 ( 1 ) ( 1 ) Common Stock ( 2 ) 28,727,956 $ 0 0 D ( 3 ) Series B Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 5,005,650 ( 1 ) ( 1 ) Common Stock ( 2 ) 5,005,650 $ 0 0 D ( 3 ) Series C Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 2,836,344 ( 1 ) ( 1 ) Common Stock ( 2 ) 2,836,344 $ 0 0 D ( 3 ) Series D Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 2,208,339 ( 1 ) ( 1 ) Common Stock ( 2 ) 2,208,339 $ 0 0 D ( 3 ) Class B Common Stock ( 4 ) 06/11/2021 J( 2 ) 38,778,289 ( 4 ) ( 4 ) Class A Common Stock 38,778,289 $ 0 38,778,289 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 83North II Limited Partnership 10 SDEROT ABBA EBAN BLDG. C, 9TH FLOOR HERZLIYA, L34673303 X 83North II GP, L.P. 10 SDEROT ABBA EBAN BLDG. C, 9TH FLOOR HERZLIYA, L34673303 X 83North II Manager, Ltd. 10 SDEROT ABBA EBAN BLDG. C, 9TH FLOOR HERZLIYA, L34673303 X Signatures 83North II Limited Partnership, By 83North II GP, L.P., its general partner, By: 83North II Manager, Ltd., its general partner, By: /s/ Rami Fital, Title: CFO 06/15/2021 Signature of Reporting Person Date 83North II GP, L.P., By: 83North II Manager, Ltd., its general partner, By: /s/ Rami Fital, Title: CFO 06/15/2021 Signature of Reporting Person Date 83North II Manager, Ltd., By: /s/ Rami Fital, Title: CFO 06/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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. ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.