83North II Limited Partnership - Nov 12, 2021 Form 4 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, Title: CFO
Stock symbol
MQ
Transactions as of
Nov 12, 2021
Transactions value $
-$69,797,337
Form type
4
Date filed
11/17/2021, 03:30 PM
Previous filing
Jun 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MQ Class A Common Stock Conversion of derivative security +13.6M 13.6M Nov 12, 2021 Direct F1, F2
transaction MQ Class A Common Stock Other -13.6M -100% 0 Nov 12, 2021 Direct F1, F2
transaction MQ Class A Common Stock Sale -$37.1M -1.5M -54.52% $24.70 1.25M Nov 12, 2021 By 83North II GP, L.P. F3, F4
transaction MQ Class A Common Stock Sale -$32.7M -1.25M -100% $26.17 0 Nov 12, 2021 By 83North II GP, L.P. F4, 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
transaction MQ Class B Common Stock Conversion of derivative security $0 -13.6M -35% $0.00 25.2M Nov 12, 2021 Class A Common Stock 13.6M Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

83North II Limited Partnership is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On November 12, 2021, 83North II Limited Partnership ("83North II LP") converted in the aggregate 13,572,401 shares of the Issuer's Class B Common Stock into 13,572,401 shares of the Issuer's Class A Common Stock. Subsequently on the same date, 83North II LP distributed in-kind, without consideration, 13,572,401 shares of Class A Common Stock pro-rata to its limited partners and its general partner, 83North II GP, L.P. ("83North II GP"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
F2 Shares held by 83North II LP. 83North II GP is the general partner of 83North II LP, and 83North II Manager, Ltd. ("83North II GPGP") is the general partner of 83North II GP. Each of 83North II GP and 83North II GPGP disclaims beneficial ownership of these securities 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.093735 to $25.004145, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
F4 Shares held by 83North II GP. 83North II GPGP disclaims beneficial ownership of these securities for purposes of Section 16 of 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.888933 to $26.393484, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.