SEC Form SC 13G/A filed by Marqeta Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Marqeta, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
57142B104
(CUSIP Number)
December 31, 2022 **
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 9
| ** | Due to an administrative error, the Schedule 13G filed on January 25, 2023 inadvertently stated certain Reporting Persons held Class B Common Stock, rather than Class A Common Stock, and omitted certain shares held in trust. This Amendment No. 2 to Schedule 13G is filed solely to correct such errors and the related ownership adjustments. |
| CUSIP # 57142B104 | Page 2 of 9 |
| 1 |
NAME OF REPORTING PERSONS
Granite Ventures II, L.P. (“GV II”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
47,827,878 shares of Class A Common Stock (“Shares”), except that Granite Management II, LLC (“GM II”), the general partner of GV II, may be deemed to have sole power to direct the voting of 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 shared power to direct the voting of these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
47,827,878 Shares, except that GM II may be deemed to have sole power to direct the disposition of 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 shared power to direct the disposition of these shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,827,878 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1. | The percentage ownership is based on 490,231,421 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2022 (the “Form 10-Q”). |
| CUSIP # 57142B104 | Page 3 of 9 |
| 1 |
NAME OF REPORTING PERSONS
Granite Management II, LLC (“GM II”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
47,827,878 Shares which are directly owned by GV II, except that 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 shared power to direct the voting of these shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
47,827,878 Shares which are directly owned by GV II, except that 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 shared power to direct the disposition of these shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,827,878 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON OO | |||||
| 1. | The percentage ownership is based on 490,231,421 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Form 10-Q |
| CUSIP # 57142B104 | Page 4 of 9 |
| 1 |
NAME OF REPORTING PERSONS
Christopher McKay | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,078,652, which includes (i) 47,827,878 Shares directly owned by GV II, except that 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 shared power to direct the voting of these shares, (ii) 229,739 Shares held by Christopher McKay and Sarah McKay as trustees of the McKay Family Trust, dated August 12, 2020 and (iii) 21,035 Shares held by Christopher McKay Irrevocable Trust. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,078,652, which includes (i) 47,827,878 Shares directly owned by GV II, except that 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 shared power to direct the disposition of these shares, (ii) 229,739 Shares held by Christopher McKay and Sarah McKay as trustees of the McKay Family Trust, dated August 12, 2020 and (iii) 21,035 Shares held by Christopher McKay Irrevocable Trust. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,078,652 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON IN | |||||
| 1. | The percentage ownership is based on 490,231,421 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Form 10-Q. |
| CUSIP # 57142B104 | Page 5 of 9 |
| 1 |
NAME OF REPORTING PERSONS
Standish O’Grady | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
48,049,712, which includes (i) 47,827,878 Shares which are directly owned by GV II, except that 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 shared power to direct the voting of these shares and (ii) 221,834 Shares held by Standish O’Grady & Anne Brophy O’Grady TR UA 05/22/2009 O’Grady Revocable Trust. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
48,049,712, which includes (i) 47,827,878 Shares which are directly owned by GV II, except that 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 shared power to direct the disposition of these shares and (ii) 221,834 Shares held by Standish O’Grady & Anne Brophy O’Grady TR UA 05/22/2009 O’Grady Revocable Trust. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,049,712 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON IN | |||||
| 1. | The percentage ownership is based on 490,231,421 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Form 10-Q. |
| CUSIP # 57142B104 | Page 6 of 9 |
| 1 |
NAME OF REPORTING PERSONS
Jacqueline Berterretche | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
47,928,528, which includes (i) 47,827,878 Shares directly owned by GV II, except that 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 shared power to direct the voting of these shares and (ii) 100,650 Shares held by Dominic & Jacqueline Berterretche Revocable Trust UA 9/13/2006. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
47,928,528, which includes (i) 47,827,878 Shares directly owned by GV II, except that 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 shared power to direct the disposition of these shares and (ii) 100,650 Shares held by Dominic & Jacqueline Berterretche Revocable Trust UA 9/13/2006. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,928,528 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON IN | |||||
| 1. | The percentage ownership is based on 490,231,421 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Form 10-Q. |
| CUSIP # 57142B104 | Page 7 of 9 |
| ITEM 1(A). | NAME OF ISSUER |
Marqeta, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
180 Grand Avenue, 6th Floor
Oakland, CA 94612
| ITEM 2(A). | NAME OF PERSONS FILING |
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13G initially filed with the Commission on February 11, 2022 (the “Original Schedule 13G”), as amended by Amendment No. 1 filed with the Commission on January 25, 2023 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 have the meanings ascribed to them in the Original Schedule 13G.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
300 Montgomery Street, Suite 421
San Francisco, CA 94104
| ITEM 2(C). | CITIZENSHIP |
See Row 4 of cover page for each Reporting Person.
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Class A Common Stock, par value $0.0001
| ITEM 2(E) | CUSIP NUMBER |
57142B104
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
Not applicable.
| ITEM 4. | OWNERSHIP |
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
| CUSIP # 57142B104 | Page 8 of 9 |
| (a) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (b) | Number of shares as to which such person has: |
| (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 FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable
| ITEM 10. | CERTIFICATION. |
Not Applicable.
| CUSIP # 57142B104 | Page 9 of 9 |
SIGNATURES
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.
Date: April 14, 2023
| GRANITE MANAGEMENT II, LLC | ||
| By Granite Ventures, LLC | ||
| Its Managing Member | ||
| By | /s/ Jacqueline Berterretche | |
| Printed Name: Jacqueline Berterretche | ||
| Title: Member | ||
| GRANITE VENTURES II, L.P. | ||
| By Granite Management II, LLC | ||
| Its General Partner | ||
| By | /s/ Jacqueline Berterretche | |
| Printed Name: Jacqueline Berterretche | ||
| Title: Member | ||
| By | /s/ Jacqueline Berterretche | |
| Jacqueline Berterretche | ||
| By | /s/ Christopher McKay | |
| Christopher McKay | ||
| By | /s/ Standish O’Grady | |
| Standish O’Grady | ||