Sec Form 4 Filing - 83North II Limited Partnership @ Marqeta, Inc. - 2021-11-12

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
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)
11/12/2021
(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
Class A Common Stock 11/12/2021 C( 1 ) 13,572,401 A 13,572,401 D( 2 )
Class A Common Stock 11/12/2021 J( 1 ) 13,572,401 D 0 D( 2 )
Class A Common Stock 11/12/2021 S 1,500,000 D $ 24.7007( 3 ) 1,251,468 I( 4 ) By 83North II GP, L.P.
Class A Common Stock 11/12/2021 S 1,251,468 D $ 26.1663( 5 ) 0 I( 4 ) By 83North II GP,L.P.
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 ( 1 ) 11/12/2021 C( 1 ) 13,572,401 ( 1 ) ( 1 ) Class A Common Stock 13,572,401 $ 0 25,205,888 D( 2 )
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 11/17/2021
Signature of Reporting Person Date
83North II GP, L.P., By: 83North II Manager, Ltd., its general partner, By: /s/ Rami Fital, Title: CFO 11/17/2021
Signature of Reporting Person Date
83North II Manager, Ltd., By: /s/ Rami Fital, Title: CFO 11/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 12, 2021, 83North II Limited Partnership ("83North II LP") converted in the aggregate 13,572,401 shares of the Issuer's Class B Common Stock into 13,572,401 shares of the Issuer's Class A Common Stock. Subsequently on the same date, 83North II LP distributed in-kind, without consideration, 13,572,401 shares of Class A Common Stock pro-rata to its limited partners and its general partner, 83North II GP, L.P. ("83North II GP"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
( 2 )Shares held by 83North II LP. 83North II GP is the general partner of 83North II LP, and 83North II Manager, Ltd. ("83North II GPGP") is the general partner of 83North II GP. Each of 83North II GP and 83North II GPGP disclaims beneficial ownership of these securities 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.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.093735 to $25.004145, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
( 4 )Shares held by 83North II GP. 83North II GPGP disclaims beneficial ownership of these securities for purposes of Section 16 of 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.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.888933 to $26.393484, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

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