Kevin Doerr Form 4 Marqeta / Kevin Doerr ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Doerr Kevin

(Last) (First) (Middle)

180 GRAND AVENUE, 6TH FLOOR

(Street)

OAKLAND CA 94612

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/11/2021		J(1)		44,444	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	06/11/2021		J(1)		44,444		(2)	(2)	Class A Common Stock	44,444	$0.00	44,444	D
Stock Option (Right to Buy)	$2.25	06/11/2021		J(1)			1,755,556	(3)	03/29/2030	Common Stock	1,755,556	$0.00	0	D
Stock Option (Right to Buy)	$2.25	06/11/2021		J(1)		1,755,556		(3)	03/29/2030	Class B Common Stock(2)	1,755,556	$0.00	1,755,556	D
Stock Option (Right to Buy)	$10.48	06/11/2021		J(1)			251,463	(4)	02/10/2031	Common Stock	251,463	$0.00	0	D
Stock Option (Right to Buy)	$10.48	06/11/2021		J(1)		251,463		(4)	02/10/2031	Class B Common Stock(2)	251,463	$0.00	251,463	D

Explanation of Responses:

1. Immediately prior to the closing 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 was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7 and Rule 16b-3.

2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.

3. The stock option vested with respect to 25% of the shares on March 23, 2021 and vests in 36 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.

4. The stock option shall vest as to 50% of the shares on January 1, 2023, and shall vest in 24 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:

	/s/ Seth Weissman, Attorney-in-Fact	06/15/2021
	** 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 4 (b)(v).
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