Marqeta (MQ) Form 3 Marqeta / Simon Khalaf 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^*

Khalaf Simon

(Last) (First) (Middle)

180 GRAND AVENUE

6TH FLOOR

(Street)

OAKLAND CA 94612

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2023

3. Issuer Name and Ticker or Trading Symbol
Marqeta, Inc. [ MQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

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	(1)	(1)	Class A Common Stock	710,248	(2)	D
Stock Option (Right to Buy)	(3)	07/28/2032	Class A Common Stock	1,169,004	9.59	D

Explanation of Responses:

1. One-fourth (1/4th) of the restricted stock units vest on June 1, 2023, and an additional one-sixteenth (1/16th) of the restricted stock units vest on each September 1, December 1, March 1, and June 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

2. Each restricted stock unit is convertible into one share of Class A Common Stock.

3. The stock option vests in 48 monthly installments beginning on June 27, 2023 (the one-year anniversary of the Reporting Person's service start date), subject to the Reporting Person's continued service to the Issuer as of each vesting date.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Tracy Foard, Attorney-in-Fact	02/10/2023
	** 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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