Marqeta (MQ) Form 3 Marqeta / Renata Caine 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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1. Name and Address of Reporting Person^*

Caine Renata

(Last) (First) (Middle)

180 GRAND AVENUE, 6TH FLOOR

(Street)

OAKLAND CA 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)

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

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)	476,041	D

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
Restricted Stock Units	(2)	03/16/2026	Common Stock(1)	50,000	(3)	D
Stock Option (Right to Buy)	(4)	01/21/2031	Common Stock(1)	223,959	10.48	D
Stock Option (Right to Buy)	(5)	02/10/2031	Common Stock(1)	158,081	10.48	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 restricted stock units are subject to time-based and performance-based vesting conditions. The time-based vesting condition lapses in 16 quarterly installments after January 1, 2020, and the performance-based vesting condition will lapse on the first to occur of (i) immediately prior to a Change in Control of the Issuer or (2) the Issuer's Initial Public Offering, as both terms are defined in the Reporting Person's restricted stock unit agreement, subject to the Reporting Person's continued service to the Issuer.

3. Each restricted stock unit is convertible into one share of Common Stock.

4. 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.

5. 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.

Remarks:

Senior Vice President of International, Strategy, and Planning 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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