Sec Form 4 Filing - Doerr Kevin @ 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

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1. Name and Address of Reporting Person Doerr Kevin 2. Issuer Name and Ticker or Trading Symbol Marqeta, Inc. [ MQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Product Officer (Last) (First) (Middle) 180 GRAND AVENUE, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2021 (Street) OAKLAND, CA94612 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 J( 1 ) 44,444 D 0 D

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 Class B Common Stock ( 2 ) 06/11/2021 J( 1 ) 44,444 ( 2 ) ( 2 ) Class A Common Stock 44,444 $ 0 44,444 D Stock Option (Right to Buy) $ 2.25 06/11/2021 J( 1 ) 1,755,556 ( 3 ) 03/29/2030 Common Stock 1,755,556 $ 0 0 D Stock Option (Right to Buy) $ 2.25 06/11/2021 J( 1 ) 1,755,556 ( 3 ) 03/29/2030 Class B Common Stock ( 2 ) 1,755,556 $ 0 1,755,556 D Stock Option (Right to Buy) $ 10.48 06/11/2021 J( 1 ) 251,463 ( 4 ) 02/10/2031 Common Stock 251,463 $ 0 0 D Stock Option (Right to Buy) $ 10.48 06/11/2021 J( 1 ) 251,463 ( 4 ) 02/10/2031 Class B Common Stock ( 2 ) 251,463 $ 0 251,463 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Doerr Kevin 180 GRAND AVENUE, 6TH FLOOR OAKLAND, CA94612 Chief Product Officer Signatures /s/ Seth Weissman, Attorney-in-Fact 06/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )The stock option vested with respect to 25% of the shares on March 23, 2021 and vests in 36 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. ( 4 )The stock option shall vest as to 50% of the shares on January 1, 2023, and shall vest in 24 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.

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).

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