SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McKay Christopher

(Last)

(First)

(Middle)

180 GRAND AVENUE, 6TH FLOOR

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/08/2021

3. Issuer Name and Ticker or Trading Symbol
Marqeta, Inc. [ MQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	120,538	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	43,452,705	⁽³⁾	I	By Granite Ventures II, L.P.⁽⁴⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	6,732,210	⁽³⁾	I	By Granite Ventures II, L.P.⁽⁴⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	2,813,316	⁽³⁾	I	By Granite Ventures II, L.P.⁽⁴⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	829,647	⁽³⁾	I	By Granite Ventures II, L.P.⁽⁴⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	355,695	⁽³⁾	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽⁴⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	55,095	⁽³⁾	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽⁴⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	23,028	⁽³⁾	I	By Granite Ventures Entrepreneurs Fund II, L.P.⁽⁴⁾

Explanation of Responses:

1. Immediately prior to the completion 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 shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each outstanding share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock.

2. The shares are held of record by Christopher McKay and Sarah McKay as trustees of the McKay Family Trust, dated August 12, 2020.

3. Each share of Preferred Stock shall automatically convert on a one-for-one basis into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

4. 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. Granite Ventures LLC through Granite Management II, LLC has sole voting and disposition 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.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Seth Weissman, Attorney-in-Fact	06/08/2021
	** Signature of Reporting Person	Date
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 5 (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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