83North II Limited Partnership - Jun 11, 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
Jun 11, 2021
Transactions value $
$0
Form type
4
Date filed
6/15/2021, 04:59 PM
Previous filing
Jun 15, 2021
Next filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MQ Common Stock Conversion of derivative security +38.8M 38.8M Jun 11, 2021 Direct F1, F3
transaction MQ Common Stock Other -38.8M -100% 0 Jun 11, 2021 Direct 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
transaction MQ Series A Preferred Stock Conversion of derivative security $0 -28.7M -100% $0.00* 0 Jun 11, 2021 Common Stock 28.7M Direct F1, F2, F3
transaction MQ Series B Preferred Stock Conversion of derivative security $0 -5.01M -100% $0.00* 0 Jun 11, 2021 Common Stock 5.01M Direct F1, F2, F3
transaction MQ Series C Preferred Stock Conversion of derivative security $0 -2.84M -100% $0.00* 0 Jun 11, 2021 Common Stock 2.84M Direct F1, F2, F3
transaction MQ Series D Preferred Stock Conversion of derivative security $0 -2.21M -100% $0.00* 0 Jun 11, 2021 Common Stock 2.21M Direct F1, F2, F3
transaction MQ Class B Common Stock Other $0 +38.8M $0.00 38.8M Jun 11, 2021 Class A Common Stock 38.8M Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediate prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") automatically converted on a one-for-one basis into common stock of the Issuer (the "Common Stock").
F2 Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of 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.
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.
F4 Each share of Class B Common Stock is 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.