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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/15/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1522540 |
| Issuer Name: Marqeta, Inc. |
| Issuer Trading Symbol: MQ |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1870987 |
| | Owner Name: Sumner Crystal |
| Reporting Owner Address: |
| | Owner Street 1: 180 GRAND AVENUE |
| | Owner Street 2: 6TH FLOOR |
| | Owner City: OAKLAND |
| | Owner State: CA |
| | Owner ZIP Code: 94612 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: See Remarks |
Aff 10b5 One: 0 |
Non-Derivative Table: |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/15/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 442,303 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 442,303 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 442,303 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Stock Units (Gross Profit) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 3/15/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 132,690 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 132,690 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 132,690 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Stock Units (Adjusted EBITDA) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 3/15/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 56,868 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 56,868 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 56,868 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Each restricted stock unit is convertible into one share of Class A Common Stock. |
| Footnote - F2: One-twelfth (1/12th) of the restricted stock units vest on June 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each September 1, December 1, March 1 and June 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date. |
| Footnote - F3: Each performance stock unit is convertible into one share of Class A Common Stock. |
| Footnote - F4: Represents the number of shares which may be issued at target under the performance stock unit ("PSU") over a period of time following achievement of certain profit targets as set forth in the PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the shares would vest. |
| Footnote - F5: Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain EBITDA targets as set forth in the PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the shares would vest. |
Remarks: Chief Administrative Officer and Corporate Secretary |
Owner Signature: |
| Signature Name: /s/ Tracy Foard, Attorney-in-Fact |
| Signature Date: 3/19/24 |