Sec Form 13G Filing - Granite Ventures II L P filing for Marqeta Inc. (MQ) - 2022-02-11

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.

  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

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

53,827,878 shares of Class B Common Stock (“shares”) ⁽¹⁾, 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.

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

53,827,878 shares ⁽¹⁾, 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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  53,827,878

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  18.8% ⁽²⁾

  TYPE OF REPORTING PERSON

  PN

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.

The percentage ownership is based on 232,493,282 shares of Class A Common Stock outstanding as of November 5, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2021.

  NAME OF REPORTING PERSONS

  Granite Ventures Entrepreneurs Fund II, L.P. (“GV EF II”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

433,818 shares (1), except that GM II, the general partner of GV EF 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.

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

433,818 shares ⁽¹⁾, 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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  433,818

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  0.19% ⁽²⁾

  TYPE OF REPORTING PERSON

  PN

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.

The percentage ownership is based on 232,493,282 shares of Class A Common Stock outstanding as of November 5, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2021.

  NAME OF REPORTING PERSONS

  Granite Management II, LLC (“GM II”)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

54,261,696 shares (1), 53,827,878 of which are directly owned by GV II and 433,818 of which are directly owned by GV EF 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.

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

54,261,696 shares (1), 53,827,878 of which are directly owned by GV II and 433,818 of which are directly owned by GV EF 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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  54,261,696

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  18.99% ⁽²⁾

  TYPE OF REPORTING PERSON

  OO

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 commo n stock.

The percentage ownership is based on 232,493,282 shares of Class A Common Stock outstanding as of November 5, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2021.

  NAME OF REPORTING PERSONS

  Christopher McKay

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

54,382,234, which includes (i) 53,827,878 shares ⁽¹⁾ directly owned by GV II and 433,818 shares ⁽¹⁾ directly owned by GV EF 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) 120,538 shares of Class A Common Stock held by Christopher McKay and Sarah McKay as trustees of the McKay Family Trust, dated August 12, 2020.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

54,382,234, which includes (i) 53,827,878 shares ⁽¹⁾ directly owned by GV II and 433,818 shares ⁽¹⁾ directly owned by GV EF 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) 120,538 shares of Class A Common Stock held by Christopher McKay and Sarah McKay as trustees of the McKay Family Trust, dated August 12, 2020.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  54,382,234

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  18.96% ⁽²⁾

  TYPE OF REPORTING PERSON

  IN

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.

The percentage ownership is based on 232,493,282 shares of Class A Common Stock outstanding as of November 5, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2021.

  NAME OF REPORTING PERSONS

  Standish O’Grady

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

54,261,696 shares ⁽¹⁾, 53,827,878 of which are directly owned by GV II and 433,818 of which are directly owned by GV EF 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.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

54,261,696 shares ⁽¹⁾, 53,827,878 of which are directly owned by GV II and 433,818 of which are directly owned by GV EF 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 to direct the disposition of these shares.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  54,382,234

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  18.99% ⁽²⁾

  TYPE OF REPORTING PERSON

  IN

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.

The percentage ownership is based on 232,493,282 shares of Class A Common Stock outstanding as of November 5, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2021.

  NAME OF REPORTING PERSONS

  Jacqueline Berterretche

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

54,261,696 shares ⁽¹⁾, 53,827,878 of which are directly owned by GV II and 433,818 of which are directly owned by GV EF 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.

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

54,261,696 shares ⁽¹⁾, 53,827,878 of which are directly owned by GV II and 433,818 of which are directly owned by GV EF 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.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  54,382,234

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  18.99% ⁽²⁾

  TYPE OF REPORTING PERSON

  IN

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.

The percentage ownership is based on 232,493,282 shares of Class A Common Stock outstanding as of November 5, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2021.

NAME OF ISSUER

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

ADDRESS OF PRINCIPAL OFFICE

CITIZENSHIP

TITLE OF CLASS OF SECURITIES

CUSIP NUMBER

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

OWNERSHIP

Percent of Class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOTICE OF DISSOLUTION OF GROUP.

CERTIFICATION.

/s/ Jacqueline Berterretche

/s/ Jacqueline Berterretche

/s/ Jacqueline Berterretche

/s/ Jacqueline Berterretche

/s/ Christopher McKay

/s/ Standish O’Grady

Found on

Sequentially

Exhibit

Numbered Page