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^*

Gardner Jason M.

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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⁾	39,648,203	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	625,000	I	See Footnote⁽³⁾
Common Stock⁽¹⁾	625,000	I	See Footnote⁽⁴⁾
Common Stock⁽¹⁾	8,000,000	I	See Footnote⁽⁵⁾

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	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	274,350	⁽⁶⁾	I	See Footnote⁽²⁾
Stock Option (Right to Buy)	⁽⁷⁾	02/23/2029	Common Stock⁽¹⁾	770,557	$0.4	D
Stock Option (Right to Buy)	⁽⁸⁾	05/04/2030	Common Stock⁽¹⁾	458,334	$2.25	D
Stock Option (Right to Buy)	⁽⁹⁾	02/10/2031	Common Stock⁽¹⁾	1,059,639	$10.48	D
Stock Option (Right to Buy)	⁽¹⁰⁾	02/10/2031	Common Stock⁽¹⁾	150,000	$10.48	D
Stock Option (Right to Buy)	⁽¹¹⁾	04/12/2031	Common Stock⁽¹⁾	19,740,923	$21.49	D
Stock Option (Right to Buy)	⁽¹¹⁾	05/04/2031	Common Stock⁽¹⁾	47,267	$23.4	D

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 Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.

3. The shares are held of record by Jason Gardner, as trustee of the Jason Gardner 2020 GRAT, dated November 23, 2020.

4. The shares are held of record by Jocelyne Gardner, who is the spouse of the Reporting Person, as trustee of the Jocelyne Gardner 2020 GRAT, dated November 23, 2020.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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