Sec Form 4 Filing - McKay Christopher @ Marqeta, Inc. - 2021-06-11

Insider filing report for Changes in Beneficial Ownership
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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
McKay Christopher
2. Issuer Name and Ticker or Trading Symbol
Marqeta, Inc. [ MQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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 C( 1 ) 53,827,878 A 53,827,878 I By Granite Ventures II, L.P. ( 3 )
Common Stock 06/11/2021 C( 1 ) 433,818 A 433,818 I By Granite Ventures Entrepreneurs Fund II, L.P. ( 3 )
Common Stock 06/11/2021 J( 2 ) 53,827,878 D 0 I By Granite Ventures II, L.P. ( 3 )
Common Stock 06/11/2021 J( 2 ) 433,818 D 0 I By Granite Ventures Entrepreneurs Fund II, L.P. ( 3 )
Common Stock 06/11/2021 J( 2 ) 120,538 D 0 I See Footnote ( 5 )
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 ) 43,452,705 ( 1 ) ( 1 ) Common Stock 43,452,705 $ 0 0 I By Granite Ventures II, L.P. ( 3 )
Series B Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 6,732,210 ( 1 ) ( 1 ) Common Stock 6,732,210 $ 0 0 I By Granite Ventures II, L.P. ( 3 )
Series C Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 2,813,316 ( 1 ) ( 1 ) Common Stock 2,813,316 $ 0 0 I By Granite Ventures II, L.P. ( 3 )
Series D Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 829,647 ( 1 ) ( 1 ) Common Stock 829,647 $ 0 0 I By Granite Ventures II, L.P. ( 3 )
Series A Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 355,695 ( 1 ) ( 1 ) Common Stock 355,695 $ 0 0 I By Granite Ventures Entrepreneurs Fund II, L.P. ( 3 )
Series B Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 55,095 ( 1 ) ( 1 ) Common Stock 55,095 $ 0 0 I By Granite Ventures Entrepreneurs Fund II, L.P. ( 3 )
Series C Preferred Stock ( 1 ) 06/11/2021 C( 1 ) 23,028 ( 1 ) ( 1 ) Common Stock 23,028 $ 0 0 I By Granite Ventures Entrepreneurs Fund II, L.P. ( 3 )
Class B Common Stock ( 4 ) 06/11/2021 J( 2 ) 120,538 ( 4 ) ( 4 ) Class A Common Stock 120,538 $ 0 120,538 I See Footnote ( 5 )
Class B Common Stock ( 4 ) 06/11/2021 J( 2 ) 53,827,878 ( 4 ) ( 4 ) Class A Common Stock 53,827,878 $ 0 53,827,878 I By Granite Ventures II, L.P. ( 3 )
Class B Common Stock ( 4 ) 06/11/2021 J( 2 ) 433,818 ( 4 ) ( 4 ) Class A Common Stock 433,818 $ 0 433,818 I By Granite Ventures Entrepreneurs Fund II, L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McKay Christopher
180 GRAND AVENUE, 6TH FLOOR
OAKLAND, CA94612
X X
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, 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.
( 2 )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.
( 3 )Granite Management II, LLC is the general partner of Granite Ventures II, L.P. and Granite Ventures Entrepreneurs Fund II, L.P. The Reporting Person is one of several managing directors of Granite Management II, LLC and as such may be deemed to have voting and investment power with respect to such shares. Granite Ventures LLC is the managing member of Granite Management II, LLC. Granite Ventures LLC through Granite Management II, LLC has sole voting and dispositive power over shares held by Granite Ventures II L.P. and Granite Ventures Entrepreneurs Fund II, L.P. Standish O'Grady, Jacqueline Berterretche and Christopher McKay are managing directors of the general partner entities of these funds that directly hold shares and as such Mr. O'Grady, Ms. Berterretche and Mr. McKay may be deemed to have voting and dispositive power with respect to such shares.
( 4 )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.
( 5 )The shares are held of record by Christopher McKay and Sarah McKay as trustees of the McKay Family Trust, dated August 12, 2020.

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