Sec Form 4 Filing - McKay Christopher @ Marqeta, Inc. - 2022-05-26

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)
05/26/2022
(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
Class A Common Stock 05/26/2022 C( 1 ) 6,000,000 A $ 0 6,000,000 I By Granite Ventures II, L.P.( 2 )
Class A Common Stock 05/26/2022 C( 1 ) 433,818 A $ 0 433,818 I By Granite Ventures Entrepreneurs Fund II, L.P.( 2 )
Class A Common Stock 05/26/2022 J( 3 ) 6,000,000 D $ 0 0 I By Granite Ventures II, L.P.( 2 )
Class A Common Stock 05/26/2022 J( 3 ) 433,818 D $ 0 0 I By Granite Ventures Entrepreneurs Fund II, L.P.( 2 )
Class A Common Stock 05/26/2022 J( 4 ) 119,201 A $ 0 239,739 I See Footnote( 5 )
Class A Common Stock 05/26/2022 J( 4 ) 21,035 A $ 0 21,035 I See Footnotes( 6 )
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 ) 05/26/2022 C V 6,000,000 ( 1 ) ( 1 ) Class A Common Stock 6,000,000 $ 0 47,827,878 I By Granite Ventures II, L.P.( 2 )
Class B Common Stock ( 1 ) 05/26/2022 C V 433,818 ( 1 ) ( 1 ) Class A Common Stock 433,818 $ 0 0 I By Granite Ventures Entrepreneurs Fund II, L.P.( 2 )
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/ Christine Paster, Attorney-in-Fact 05/31/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )Represents a pro-rata in kind distribution by the Fund to its limited partners.
( 4 )Represents shares received in a pro-rata in kind distribution of shares of Class A Common Stock from Granite Management II, LLC.
( 5 )The shares are held of record by Christopher McKay and Sarah McKay, Trustees of the McKay Family Trust dated August 12, 2020.
( 6 )The shares are held of record by Christopher McKay, Trustee of the Christopher McKay Irrevocable Trust dated April 15, 2021.

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