0000899243-21-023884.txt : 20210615
0000899243-21-023884.hdr.sgml : 20210615
20210615165003
ACCESSION NUMBER: 0000899243-21-023884
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210611
FILED AS OF DATE: 20210615
DATE AS OF CHANGE: 20210615
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gardner Jason M.
CENTRAL INDEX KEY: 0001864306
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40465
FILM NUMBER: 211019140
MAIL ADDRESS:
STREET 1: C/O MARQETA, INC.
STREET 2: 180 GRAND AVE., FLR 6
CITY: OAKLAND
STATE: CA
ZIP: 94612
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Marqeta, Inc.
CENTRAL INDEX KEY: 0001522540
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 274306690
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 180 GRAND AVENUE
STREET 2: 6TH FLOOR
CITY: OAKLAND
STATE: CA
ZIP: 94612
BUSINESS PHONE: 888-462-7738
MAIL ADDRESS:
STREET 1: 180 GRAND AVENUE
STREET 2: 6TH FLOOR
CITY: OAKLAND
STATE: CA
ZIP: 94612
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-06-11
0
0001522540
Marqeta, Inc.
MQ
0001864306
Gardner Jason M.
180 GRAND AVENUE, 6TH FLOOR
OAKLAND
CA
94612
1
1
1
0
Chief Executive Officer
Common Stock
2021-06-11
4
C
0
274350
A
39922553
I
See Footnote
Common Stock
2021-06-11
4
J
0
39922553
D
0
I
See Footnote
Common Stock
2021-06-11
4
J
0
625000
D
0
I
See Footnote
Common Stock
2021-06-11
4
J
0
625000
D
0
I
See Footnote
Common Stock
2021-06-11
4
J
0
8000000
D
0
I
See Footnote
Series A Preferred Stock
2021-06-11
4
C
0
274350
0.00
D
Common Stock
274350
0
I
See Footnote
Class B Common Stock
2021-06-11
4
J
0
39922553
0.00
A
Class A Common Stock
39922553
39922553
I
See Footnote
Class B Common Stock
2021-06-11
4
J
0
625000
0.00
A
Class A Common Stock
625000
625000
I
See Footnote
Class B Common Stock
2021-06-11
4
J
0
625000
0.00
A
Class A Common Stock
625000
625000
I
See Footnote
Class B Common Stock
2021-06-11
4
J
0
8000000
0.00
A
Class A Common Stock
8000000
8000000
I
See Footnote
Stock Option (Right to Buy)
0.40
2021-06-11
4
J
0
770557
0.00
D
2029-02-23
Common Stock
770557
0
D
Stock Option (Right to Buy)
0.40
2021-06-11
4
J
0
770557
0.00
A
2029-02-23
Class B Common Stock
770557
770557
D
Stock Option (Right to Buy)
2.25
2021-06-11
4
J
0
458334
0.00
D
2030-05-04
Common Stock
458334
0
D
Stock Option (Right to Buy)
2.25
2021-06-11
4
J
0
458334
0.00
A
2030-05-04
Class B Common Stock
458334
458334
D
Stock Option (Right to Buy)
10.48
2021-06-11
4
J
0
1059639
0.00
D
2031-02-10
Common Stock
1059639
0
D
Stock Option (Right to Buy)
10.48
2021-06-11
4
J
0
1059639
0.00
A
2031-02-10
Class B Common Stock
1059639
1059639
D
Stock Option (Right to Buy)
10.48
2021-06-11
4
J
0
150000
0.00
D
2031-02-10
Common Stock
150000
0
D
Stock Option (Right to Buy)
10.48
2021-06-11
4
J
0
150000
0.00
A
2031-02-10
Class B Common Stock
150000
150000
D
Stock Option (Right to Buy)
21.49
2021-06-11
4
J
0
19740923
0.00
D
2031-04-12
Common Stock
19740923
0
D
Stock Option (Right to Buy)
21.49
2021-06-11
4
J
0
19740923
0.00
A
2031-04-12
Class B Common Stock
19740923
19740923
D
Stock Option (Right to Buy)
23.40
2021-06-11
4
J
0
47267
0.00
D
2031-05-04
Common Stock
47267
0
D
Stock Option (Right to Buy)
23.40
2021-06-11
4
J
0
47267
0.00
A
2031-05-04
Class B Common Stock
47267
47267
D
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.
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.
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.
The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.
The shares are held of record by Jason Gardner, as trustee of the Jason Gardner 2020 GRAT, dated November 23, 2020.
The shares are held of record by Jocelyne Gardner, the spouse of the Reporting Person, as trustee of the Jocelyne Gardner 2020 GRAT, dated November 23, 2020.
The shares are held of record by trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children.
The stock option vests in 48 monthly installments after February 24, 2019, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option is early exercisable by the Reporting Person.
The stock option vests in 48 monthly installments after April 1, 2020, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option is early exercisable by the Reporting Person.
The stock option shall vest with respect to 50% of the shares on January 1, 2023, and shall vest in 24 additional monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option is early exercisable by the Reporting Person.
The stock option vests in 48 monthly installments after January 1, 2021, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option is early exercisable by the Reporting Person.
The stock option represents a long-term performance award as further described in the Issuer's registration statement on Form S-1 (File No. 333-256154). The stock option vests in up to seven equal tranches contingent upon the Issuer achieving certain common stock price targets over a period ending on the seven year anniversary of the date of the Issuer's initial public offering, but only up to 20% of the stock option may vest during the first four years following the Issuer's initial public offering. The vesting of the option is subject to the Reporting Person's continued service with the Issuer as of each such vesting date.
/s/ Seth Weissman, Attorney-in-Fact
2021-06-15