Marqeta (MQ) Form 3 Marqeta / Ventures II L P Granite ownership change

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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OMB Number:	3235-0104
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1. Name and Address of Reporting Person^*

GRANITE VENTURES LLC

(Last) (First) (Middle)

300 MONTGOMERY STREET, SUITE 638

(Street)

SAN FRANCISCO CA 94104

(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)

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)

	Form filed by One Reporting Person
X	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock(2)	43,452,705	(1)	I	By Granite Ventures II, L.P.(3)
Series B Preferred Stock	(1)	(1)	Common Stock(2)	6,732,210	(1)	I	By Granite Ventures II, L.P.(3)
Series C Preferred Stock	(1)	(1)	Common Stock(2)	2,813,316	(1)	I	By Granite Ventures II, L.P.(3)
Series D Preferred Stock	(1)	(1)	Common Stock(2)	829,647	(1)	I	By Granite Ventures II, L.P.(3)
Series A Preferred Stock	(1)	(1)	Common Stock(2)	355,695	(1)	I	By Granite Ventures Entrepreneurs Fund II, L.P.(3)
Series B Preferred Stock	(1)	(1)	Common Stock(2)	55,095	(1)	I	By Granite Ventures Entrepreneurs Fund II, L.P.(3)
Series C Preferred Stock	(1)	(1)	Common Stock(2)	23,028	(1)	I	By Granite Ventures Entrepreneurs Fund II, L.P.(3)

1. Name and Address of Reporting Person^*

GRANITE VENTURES LLC

(Last) (First) (Middle)

300 MONTGOMERY STREET, SUITE 638

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

O'Grady Standish

(Last) (First) (Middle)

300 MONTGOMERY STREET, SUITE 638

(Street)

SAN FRANCISCO 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Granite Ventures II L P

(Last) (First) (Middle)

300 MONTGOMERY STREET, SUITE 638

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GRANITE VENTURES ENTREPRENEURS FUND II LP

(Last) (First) (Middle)

300 MONTGOMERY STREET, SUITE 638

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berterretche Jacqueline

(Last) (First) (Middle)

300 MONTGOMERY STREET, SUITE 638

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Granite Management II, LLC

(Last) (First) (Middle)

300 MONTGOMERY STREET, SUITE 638

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. Granite Management II, LLC is the general partner of Granite Ventures II, L.P. and Granite Ventures Entrepreneurs Fund II, L.P. Granite Ventures LLC is the managing member of Granite Management II, LLC. 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:

	GRANITE MANAGEMENT II, LLC. By, Granite Ventures, LLC, its Managing Member., By: /s/ Jacqueline Berterretche, Jacqueline Berterretche, Managing Director	06/08/2021
	GRANITE VENTURES, LLC., By: /s/ Jacqueline Berterretche, Jacqueline Berterretche, Managing Director	06/08/2021
	GRANITE VENTURES II, L.P. By Granite Management II, LLC, its General Partner., By: /s/ Jacqueline Berterretche, Jacqueline Berterretche, Managing Director	06/08/2021
	GRANITE VENTURES ENTREPRENEURS FUND II, L.P., By Granite Management II, LLC, its General Partner., By: /s/ Jacqueline Berterretche, Jacqueline Berterretche, Managing Director	06/08/2021
	By: /s/ Jacqueline Berterretche, Jacqueline Berterretche	06/08/2021
	By: /s/ Standish O'Grady, Standish O'Grady	06/08/2021
	** Signature of Reporting Person	Date
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