Marqeta SC 13G/A / ICONIQ Strategic Partners III ownership change

Marqeta (MQ) SC 13G/AMarqeta / ICONIQ Strategic Partners III ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Marqeta, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

57142B104

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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CUSIP No. 57142B104		SCHEDULE 13G		Page 4 of 11 Pages


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(1)	Represents 1,516,888 shares of Class A Common Stock held by Divesh Makan through a family trust of which he is trustee and another estate planning trust having an independent trustee.

(2)	The percent of class was calculated based on 490,231,421 shares of Class A Common Stock outstanding as of November 4, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2021.


CUSIP No. 57142B104		SCHEDULE 13G		Page 7 of 11 Pages


CUSIP No. 57142B104		SCHEDULE 13G		Page 8 of 11 Pages

Item 1.

Issuer

(a)

Name of Issuer:

Marqeta, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

18 Grand Avenue, 6^th Floor

Oakland, CA 94612

Item 2.

Filing Person

(a) – (c) Name of Persons Filing; Address; Citizenship:

(i)

ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III”).

(ii)

ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III-B”, and together with ICONIQ III, the “ICONIQ III Funds”).

(iii)

ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership (“ICONIQ III GP”), the sole general partner of the ICONIQ III Funds.

(iv)

ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company (“ICONIQ III Parent GP”), the sole general partner of ICONIQ III GP.

(v)

Divesh Makan, a citizen of the United States (“Makan”).

(vi)

William J.G. Griffith, a citizen of the United States (“Griffith”), together with Makan, are the sole equity holders of ICONIQ III Parent GP.

The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.

(d)

Title of Class of Securities:

Class A common stock, par value $0.0001 per share ( “Class A Common Stock”)

(e)

CUSIP Number:

57142B104

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

	If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 57142B104		SCHEDULE 13G		Page 9 of 11 Pages

Item 4.

Ownership.

(a) and (b) Amount beneficially owned:

(i)

ICONIQ III directly owns 0 shares of Class A Common Stock, which represents 0% of the outstanding Class A Common Stock.

(ii)

ICONIQ III-B directly owns 0 shares of Class A Common Stock, which represents 0% of the outstanding Class A Common Stock.

(iii)

ICONIQ III GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0% of the outstanding Class A Common Stock.

(iv)

ICONIQ III Parent GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0% of the outstanding Class A Common Stock.

(v)

Makan directly owns 1,516,888 shares of Class A Common Stock, which represents approximately 0.3% of the outstanding Class A Common Stock.

(vi)

Griffith may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0% of the outstanding Class A Common Stock.

The percent of class was calculated based on 490,231,421 shares of Class A Common Stock outstanding as of November 4, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2021.


	Number of Class A Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
ICONIQ III		0		0		0		0
ICONIQ III-B		0		0		0		0
ICONIQ III GP		0		0		0		0
ICONIQ III Parent GP		0		0		0		0
Makan		1,516,888		0		1,516,888		0
Griffith		0		0		0		0

(i)

Sole power to vote or direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. 57142B104		SCHEDULE 13G		Page 10 of 11 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2023


ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership By: ICONIQ Strategic Partners III GP, L.P., a Cayman Islands Exempted limited partner, its General Partner By: ICONIQ Strategic Partners III TT GP, Ltd, a Cayman Islands exempted company, its General Partner By: Kevin Foster Title: Authorized Person /s/ Kevin Foster
Signature of Reporting Person
ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership By: ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership, its General Partner By: ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner By: Kevin Foster Title: Authorized Person /s/ Kevin Foster
Signature of Reporting Person
ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership By: ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company, its General Partner By: Kevin Foster Title: Authorized Person /s/ Kevin Foster Signature of Reporting Person


CUSIP No. 57142B104		SCHEDULE 13G		Page 11 of 11 Pages


ICONIQ Strategic Partners III TT GP, Ltd., a
Cayman Islands exempted company

By: Kevin Foster
Title: Authorized Person

/s/ Kevin Foster
		Signature of Reporting Person

Divesh Makan

/s/ Divesh Makan
		Signature of Reporting Person

William J.G. Griffith

/s/ William J.G. Griffith
		Signature of Reporting Person

NAMES OF REPORTING PERSONS

ICONIQ Strategic Partners III, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands