SC 13G/A

NAME OF REPORTING PERSONS

Granite Ventures II, L.P. (“GV II”)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G/A 1 d439131dsc13ga.htm SC 13G/A SC 13G/A

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. 1)*

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


CUSIP # 57142B104				Page 2 of 9

1.	Each outstanding 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.

2.	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 on November 9, 2022.


CUSIP # 57142B104				Page 3 of 9

1.	Each outstanding 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.

2.	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 on November 9, 2022.


CUSIP # 57142B104				Page 4 of 9

1.	Each outstanding 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.

2.	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 on November 9, 2022.


CUSIP # 57142B104				Page 5 of 9

1.	Each outstanding 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.

2.	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 on November 9, 2022.


CUSIP # 57142B104				Page 6 of 9

1.	Each outstanding 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.

2.	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 on November 9, 2022.


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, 6^th Floor

Oakland, CA 94612

ITEM 2(A). NAME OF PERSONS FILING

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13G initially filed with the Securities and Exchange Commission on February 11, 2022 (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 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: January 24, 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

SEC Form SC 13G/A filed by Marqeta Inc. (Amendment)