83North II Limited Partnership - 08 Jun 2021 Form 3/A - Amendment Insider Report for Marqeta, Inc. (MQ)

Role: 10%+ Owner
Signature: 83North II Limited Partnership, By 83North II GP, L.P., its general partner, By: 83North II Manager, Ltd., its general partner, By: /s/ Rami Fital, CFO
Issuer symbol: MQ
Transactions as of: 08 Jun 2021
Net transactions value: $0
Form type: 3/A - Amendment
Filing time: 15 Jun 2021, 16:51:31 UTC
Date Of Original Report: 08 Jun 2021
Next filing: 15 Jun 2021
SEC: View on sec.gov

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							08 Jun 2021	Common Stock	28,727,956		Direct	F1, F2, F3
holding	MQ	Series B Preferred Stock							08 Jun 2021	Common Stock	5,005,650		Direct	F1, F2, F3
holding	MQ	Series C Preferred Stock							08 Jun 2021	Common Stock	2,836,344		Direct	F1, F2, F3
holding	MQ	Series D Preferred Stock							08 Jun 2021	Common Stock	2,208,339		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D 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.
F2	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, 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.
F3	83North II GP, L.P. (the "83North II GP") is the general partner of 83North II Limited Partnership, and 83North II Manager, Ltd. (the "83North II GPGP") is the general partner of 83North II GP. Each of 83North II GP and 83North II GPGP 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 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.

Remarks:

This amendment to Form 3 is being filed in to include 83North II GP and 83North II GPGP as Reporting Persons.