Jason M. Gardner - Jun 8, 2021 Form 3 Insider Report for Marqeta, Inc. (MQ)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Seth Weissman, Attorney-in-Fact
Stock symbol
MQ
Transactions as of
Jun 8, 2021
Transactions value $
$0
Form type
3
Date filed
6/8/2021, 05:34 PM
Next filing
Jun 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MQ Common Stock 39.6M Jun 8, 2021 See Footnote F1, F2
holding MQ Common Stock 625K Jun 8, 2021 See Footnote F1, F3
holding MQ Common Stock 625K Jun 8, 2021 See Footnote F1, F4
holding MQ Common Stock 8M Jun 8, 2021 See Footnote F1, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MQ Series A Preferred Stock Jun 8, 2021 Common Stock 274K See Footnote F1, F2, F6
holding MQ Stock Option (Right to Buy) Jun 8, 2021 Common Stock 771K $0.40 Direct F1, F7
holding MQ Stock Option (Right to Buy) Jun 8, 2021 Common Stock 458K $2.25 Direct F1, F8
holding MQ Stock Option (Right to Buy) Jun 8, 2021 Common Stock 1.06M $10.48 Direct F1, F9
holding MQ Stock Option (Right to Buy) Jun 8, 2021 Common Stock 150K $10.48 Direct F1, F10
holding MQ Stock Option (Right to Buy) Jun 8, 2021 Common Stock 19.7M $21.49 Direct F1, F11
holding MQ Stock Option (Right to Buy) Jun 8, 2021 Common Stock 47.3K $23.40 Direct F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008.
F3 The shares are held of record by Jason Gardner, as trustee of the Jason Gardner 2020 GRAT, dated November 23, 2020.
F4 The shares are held of record by Jocelyne Gardner, who is the spouse of the Reporting Person, as trustee of the Jocelyne Gardner 2020 GRAT, dated November 23, 2020.
F5 The shares are held of record by trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children.
F6 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.
F7 The stock option vests in 48 monthly installments after February 24, 2019, 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.
F8 The stock option vests in 48 monthly installments after April 1, 2020, 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.
F9 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.
F10 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.
F11 The stock option represents a long-term performance award as further described in the Issuer's registration statement on Form S-1 (File No. 333-256154). The stock option vests in up to seven equal tranches contingent upon the Issuer achieving certain common stock price targets over a period ending on the seven year anniversary of the date of the Issuer's initial public offering, but only up to 20% of the stock option may vest during the first four years following the Issuer's initial public offering. The vesting of the option is subject to the Reporting Person's continued service with the Issuer as of each such vesting date.

Remarks:

Exhibit 24: Power of Attorney