ICONIQ Strategic Partners III, L.P. - Jun 8, 2021 Form 3 Insider Report for Marqeta, Inc. (MQ)

Role: 10%+ Owner
Signature: ICONIQ Strategic Partners III GP, LP., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster
Stock symbol: MQ
Transactions as of: Jun 8, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/8/2021, 06:36 PM
Previous filing: May 26, 2021
Next filing: Jun 15, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MQ	Common Stock						3.25M	Jun 8, 2021	By: ICONIQ Strategic Partners III, L.P.	F1, F2, F3
holding	MQ	Common Stock						3.47M	Jun 8, 2021	By: ICONIQ Strategic Partners III-B, L.P.	F1, F2, F3

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	207K		By: ICONIQ Strategic Partners III, L.P.	F1, F2, F3, F4
holding	MQ	Series B Preferred Stock							Jun 8, 2021	Common Stock	2.04M		By: ICONIQ Strategic Partners III, L.P.	F1, F2, F3, F4
holding	MQ	Series C Preferred Stock							Jun 8, 2021	Common Stock	823K		By: ICONIQ Strategic Partners III, L.P.	F1, F2, F3, F4
holding	MQ	Series D-1 Preferred Stock							Jun 8, 2021	Common Stock	14M		By: ICONIQ Strategic Partners III, L.P.	F1, F2, F3, F4
holding	MQ	Series A Preferred Stock							Jun 8, 2021	Common Stock	221K		By: ICONIQ Strategic Partners III-B, L.P.	F1, F2, F3, F4
holding	MQ	Series B Preferred Stock							Jun 8, 2021	Common Stock	2.18M		By: ICONIQ Strategic Partners III-B, L.P.	F1, F2, F3, F4
holding	MQ	Series C Preferred Stock							Jun 8, 2021	Common Stock	879K		By: ICONIQ Strategic Partners III-B, L.P	F1, F2, F3, F4
holding	MQ	Series D-1 Preferred Stock							Jun 8, 2021	Common Stock	15M		By: ICONIQ Strategic Partners III-B, L.P.	F1, F2, F3, F4

* 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 Preferred Stock into Common Stock (as described below), each share of Common Stock shall be reclassified into one share of Class B common stock of the Issuer (the "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 of the Issuer (the "Class A Common Stock") and will mandatorily convert into Class A Common Stock on the date that is ten years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.
F2	These shares are held by either ICONIQ Strategic Partners III, L.P. ("ICONIQ III") or ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"), as applicable. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the general partner of ICONIQ III GP. Divesh Makan ("Makan") and William Griffith ("Griffith") are the sole equity holders and directors of ICONIQ III Parent GP.
F3	Each of ICONIQ III GP, ICONIQ III Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F4	Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D-1 Preferred Stock (collectively, the "Preferred Stock") shall automatically convert on a one-for-one basis into common stock of the Issuer (the "Common Stock") immediately prior to the closing of the Issuer's initial public offering and has no expiration date.