Sec Form 5 Filing - Gardner Jason M. @ Marqeta, Inc. - 2022-12-31

FORM 5 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 Gardner Jason M. 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 X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 180 GRAND AVENUE, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2022 (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

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 ) 11/30/2022 G V 3,000,000 ( 1 ) ( 1 ) Class A Common Stock 3,000,000 $ 0 37,135,479 I See Footnote ( 2 ) ( 3 ) Class B Common Stock ( 1 ) 12/31/2022 G V 1,500,000 ( 1 ) ( 1 ) Class A Common Stock 1,500,000 $ 0 1,500,000 I See Footnote ( 4 ) Class B Common Stock ( 1 ) 11/30/2022 G V 1,500,000 ( 1 ) ( 1 ) Class A Common Stock 1,500,000 $ 0 3,000,000 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gardner Jason M. 180 GRAND AVENUE 6TH FLOOR OAKLAND, CA94612 X X Executive Chairman Signatures /s/ Tracy Foard, Attorney-in-Fact 02/10/2023 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 )The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008. ( 3 )On November 30, 2022, The Gardner 2008 Living Trust transferred 1,500,000 shares to the Jason Gardner 2022 GRAT dtd November 23, 2022 (the "Jason Gardner Annuity Trust") for which the Reporting Person serves as trustee, and 1,500,000 shares to the Jocelyne Gardner 2022 GRAT dtd November 23, 2022 (the "Jocelyne Gardner Annuity Trust") for which the spouse of the Reporting Person serves as trustee. ( 4 )These shares are held of record by the Jason Gardner Annuity Trust for which the Reporting Person serves as trustee. The Reporting Person may be deemed to have beneficial ownership over the shares held by the Jason Gardner Annuity Trust. ( 5 )These shares are held of record by the Jocelyne Gardner Annuity Trust for which the spouse of the Reporting Person serves as trustee. The spouse of the Reporting Person may be deemed to have beneficial ownership over the shares held by the Jocelyne Gardner Annuity Trust.

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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