Chief Revenue Officer Pollak Todd converted options into 158,095 shares and covered exercise/tax liability with 86,402 shares, increasing direct ownership by 21% to 413,817 units (SEC Form 4)
$MQ
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Marqeta, Inc. [ MQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/01/2025 | M(1) | 50,366 | A | $0(1) | 392,490 | D | |||
| Class A Common Stock | 03/01/2025 | F(2) | 27,526(2) | D | $4.13 | 364,964 | D | |||
| Class A Common Stock | 03/01/2025 | M(1) | 15,837 | A | $0(1) | 380,801 | D | |||
| Class A Common Stock | 03/01/2025 | F(2) | 8,656(2) | D | $4.13 | 372,145 | D | |||
| Class A Common Stock | 03/01/2025 | M(1) | 32,252 | A | $0(1) | 404,397 | D | |||
| Class A Common Stock | 03/01/2025 | F(2) | 17,626(2) | D | $4.13 | 386,771 | D | |||
| Class A Common Stock | 03/01/2025 | M(1) | 38,228(3) | A | $0(1) | 424,999 | D | |||
| Class A Common Stock | 03/01/2025 | F(2) | 20,892(2) | D | $4.13 | 404,107 | D | |||
| Class A Common Stock | 03/01/2025 | M(1) | 21,412(4) | A | $0(1) | 425,519 | D | |||
| Class A Common Stock | 03/01/2025 | F(2) | 11,702(2) | D | $4.13 | 413,817 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 03/01/2025 | M(1) | 50,366 | (6) | (6) | Class A Common Stock | 50,366 | $0 | 352,567 | D | ||||
| Restricted Stock Units | (5) | 03/01/2025 | M(1) | 15,837 | (7) | (7) | Class A Common Stock | 15,837 | $0 | 63,347 | D | ||||
| Restricted Stock Units | (5) | 03/01/2025 | M(1) | 32,252 | (8) | (8) | Class A Common Stock | 32,252 | $0 | 258,010 | D | ||||
| Performance Stock Units (Gross Profit) | (5) | 03/01/2025 | M(1) | 38,701 | (9) | (9) | Class A Common Stock | 38,701 | $0 | 77,403(10) | D | ||||
| Performance Stock Units (Adjusted EBITDA) | (5) | 03/01/2025 | M(1) | 16,587 | (9) | (9) | Class A Common Stock | 16,587 | $0 | 33,172(11) | D | ||||
| Explanation of Responses: |
| 1. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. |
| 2. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units and not a market transaction. Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated under the Act. |
| 3. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 473 fewer shares acquired for performance at less than 100%. |
| 4. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 4,825 additional shares acquired for performance at more than 100%. |
| 5. Each restricted stock unit is convertible into one share of Class A Common Stock. |
| 6. One-fourth (1/4th) of the restricted stock units vested on December 1, 2023, and one-sixteenth (1/16th) of the restricted stock units vest on each March 1, June 1, September 1, and December 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date. |
| 7. One-third (1/3rd) of the restricted stock units vested on March 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date. |
| 8. One-twelfth (1/12th) of the restricted stock units vested 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. |
| 9. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024. |
| 10. 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. |
| 11. 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: |
| /s/ Tracy Foard, Attorney-in-Fact | 03/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||