Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Marqeta, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
57142B104
(CUSIP Number)
December 31, 2021
(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).
| CUSIP No. 57142B104 | 13G | Page 1 of 4 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DFS Services LLC | |||||
| 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
0 | ||||
| 6 | SHARED VOTING POWER
26,236,800 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,236,800 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,236,800 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | See Item 4(b). |
| CUSIP No. 57142B104 | 13G | Page 2 of 4 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Discover Financial Services | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | ||||
| 6 | SHARED VOTING POWER
26,236,800 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
26,236,800 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,236,800 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2(2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (2) | See Item 4(b). |
| CUSIP No. 57142B104 | 13G | Page 3 of 4 Pages |
| Item 1(a). | Name of Issuer |
Marqeta, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
180 Grand Avenue, 6th Floor
Oakland, CA 94612
| Item 2(a). | Name of Person Filing |
This Schedule 13G (this “Statement”) is being jointly filed by DFS Services LLC and Discover Financial Services (together, the “Reporting Persons”). DFS Services LLC is a wholly owned subsidiary of Discover Financial Services.
The agreement between the Reporting Persons relating to the joint filing of this Statement is attached as Exhibit 99.1 hereto.
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The address of the principal business office of the Reporting Persons is 2500 Lake Cook Road, Riverwoods, Illinois 60015.
| Item 2(c). | Citizenship |
DFS Services LLC and Discover Financial Services are each organized in Delaware.
| Item 2(d). | Title of Class of Securities |
Class A Common Stock, $0.0001 par value per share.
| Item 2(e). | CUSIP Number |
57142B104
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is: |
Not applicable.
| ☐ | (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) |
| ☐ | (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) |
| ☐ | (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) |
| ☐ | (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| ☐ | (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| ☐ | (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| ☐ | (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
| ☐ | (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| ☐ | (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). |
| ☐ | (j) Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). |
| ☐ | (k) Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| CUSIP No. 57142B104 | 13G | Page 4 of 4 Pages |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: each of the Reporting Persons beneficially owns the Class A Common Stock listed on such Reporting Person’s cover page. |
| (b) | Percent of class: each of the Reporting Persons beneficially owns the percent of Class A Common Stock listed on such Reporting Person’s cover page. |
The percent of class is based on the Issuer’s 424,377,665 shares of Class A Common Stock and 117,756,034 shares of Class B Common Stock outstanding on February 1, 2022, based on information provided by the Issuer. The Class B Common Stock is convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: see each Reporting Person’s cover page. |
| (ii) | Shared power to vote or to direct the vote: see each Reporting Person’s cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: see each Reporting Person’s cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: see each Reporting Person’s cover page. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| 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 |
See Item 2(a) above.
| 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.
Exhibit Index
| Exhibit No. | Name of Exhibit | |
| Exhibit 99.1 | Joint Filing Agreement, dated February 11, 2022, by and among the Reporting Persons | |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this Statement is true, complete and correct.
Dated: February 11, 2022.
| DFS SERVICES LLC | ||
| By: | /s/ Timothy J. Schmidt | |
| Name: Timothy J. Schmidt | ||
| Title: Senior Vice President and Treasurer | ||
| DISCOVER FINANCIAL SERVICES | ||
| By: | /s/ Timothy J. Schmidt | |
| Name: Timothy J. Schmidt | ||
| Title: Senior Vice President and Treasurer | ||