Amendment: SEC Form SCHEDULE 13G/A filed by Marqeta Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Marqeta, Inc. (Name of Issuer) |
Class A common stock, $0.0001 par value per share (Title of Class of Securities) |
57142B104 (CUSIP Number) |
02/27/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 57142B104 |
| 1 | Names of Reporting Persons
Granite Ventures II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,827,878.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All such shares are held of record by Granite Ventures II, L.P. (GV II). Granite Management II, LLC (GM II) is the general partner of GV II and may be deemed to have voting, investment and dispositive power with respect to these shares. Each of Standish O'Grady, Jacqueline Berterretche and Christopher McKay is a managing director of GM II and as such Mr. O'Grady, Ms. Berterretche and Mr. McKay may be deemed to have voting, investment and dispositive power with respect to these shares.
The percentage ownership is based on 471,026,371 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the Commission) on February 26, 2025 (the Form 10-K).
SCHEDULE 13G
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| CUSIP No. | 57142B104 |
| 1 | Names of Reporting Persons
Granite Management II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,827,878.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: All such shares are held of record by GV II. GM II is the general partner of GV II and may be deemed to have voting, investment and dispositive power with respect to these shares. Each of Standish O'Grady, Jacqueline Berterretche and Christopher McKay is a managing director of GM II and as such Mr. O'Grady, Ms. Berterretche and Mr. McKay may be deemed to have voting, investment and dispositive power with respect to these shares.
The percentage ownership is based on 471,026,371 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's Form 10-K.
SCHEDULE 13G
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| CUSIP No. | 57142B104 |
| 1 | Names of Reporting Persons
Christopher McKay | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,266,337.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes (i) 17,827,878 shares directly owned by GV II, (ii) 1,233,231 shares held by Christopher McKay and Sarah McKay as trustees of the McKay Family Trust, dated August 12, 2020, and (iii) an aggregate of 205,228 shares held in trusts for the benefit of Mr. McKay's children. GM II is the general partner of GV II and may be deemed to have voting, investment and dispositive power with respect to the shares held by GV II. Each of Standish O'Grady, Jacqueline Berterretche and Christopher McKay is a managing director of GM II and as such Mr. O'Grady, Ms. Berterretche and Mr. McKay may be deemed to have voting, investment and dispositive power with respect to the shares held by GV II.
The percentage ownership is based on 471,026,371 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's Form 10-K.
SCHEDULE 13G
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| CUSIP No. | 57142B104 |
| 1 | Names of Reporting Persons
Standish O'Grady | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,409,141.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes (i) 17,827,878 shares directly owned by GV II and (ii) 1,581,263 Shares held by Standish O'Grady & Anne Brophy O'Grady TR UA 05/22/2009 The O'Grady Revocable Trust. GM II is the general partner of GV II and may be deemed to have voting, investment and dispositive power with respect to the shares held by GV II. Each of Standish O'Grady, Jacqueline Berterretche and Christopher McKay is a managing director of GM II and as such Mr. O'Grady, Ms. Berterretche and Mr. McKay may be deemed to have voting, investment and dispositive power with respect to the shares held by GV II.
The percentage ownership is based on 471,026,371 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's Form 10-K.
SCHEDULE 13G
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| CUSIP No. | 57142B104 |
| 1 | Names of Reporting Persons
Jacqueline Berterretche | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,556,904.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes (i) 17,827,878 shares directly owned by GV II and (ii) 729,026 shares held by Dominic & Jacqueline Berterretche Rev SURV TR. GM II is the general partner of GV II and may be deemed to have voting, investment and dispositive power with respect to the shares held by GV II. Each of Standish O'Grady, Jacqueline Berterretche and Christopher McKay is a managing director of GM II and as such Mr. O'Grady, Ms. Berterretche and Mr. McKay may be deemed to have voting, investment and dispositive power with respect to the shares held by GV II.
The percentage ownership is based on 471,026,371 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's Form 10-K.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Marqeta, Inc. | |
| (b) | Address of issuer's principal executive offices:
180 Grand Avenue, 6th Floor, Oakland, CA 94612 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 5 (Amendment No. 5) amends and supplements the Schedule 13G initially filed with the Commission on February 11, 2022, as amended by Amendment No. 1 filed with the Commission on January 25, 2023, Amendment No. 2 filed with the Commission on April 14, 2023, and Amendment No. 3 filed with the Commission on January 11, 2024 and Amendment No. 4 filed with the Commission on November 27, 2024 (collectively, the Original Schedule 13G) and is being jointly filed by Granite Management II, LLC (GM II), Granite Ventures II, L.P. (GV II), Standish O'Grady, Jacqueline Berterretche and Christopher McKay (together with GM II and GV II, the Reporting Entities). The Reporting Entities collectively are referred to as the Reporting Persons. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act was filed as Exhibit 1 to the Original Schedule 13G . Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 5 have the meanings ascribed to them in the Original Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
160 Brentwood Ave., San Francisco, CA 94127 | |
| (c) | Citizenship:
See Row 4 of cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Class A common stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
57142B104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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