Large owner Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two acquired 6,311,026 units of Class B Common Stock (SEC Form 4)
$MKTW
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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
MARKETWISE, INC. [ MKTW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 B Common Stock | 08/31/2023 | J(1) | 6,311,026 | A | (1) | 119,118,544 | I | By Monument & Cathedral Holdings, LLC(2) | ||
| Class B Common Stock | 117,735 | D | ||||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Common Units | (3) | 08/31/2023 | J(1) | 6,311,026 | (3) | (3) | Class A Common Stock | 6,311,026 | (1) | 119,118,544 | I | By Monument & Cathedral Holdings, LLC(2) | |||
| Common Units | (3) | (3) | (3) | Class A Common Stock | 117,735 | 117,735 | D | ||||||||
| Explanation of Responses: |
| 1. On August 31, 2023, pursuant to a settlement agreement with Frank Porter Stansberry, dated June 21, 2023, Mr. Stansberry transferred to Monument & Cathedral Holdings, LLC ("Monument & Cathedral") 6,311,026 shares of Class B common stock of the Issuer and 6,311,026 Common Units (as defined in footnote 3) in consideration for the release and discharge of Mr. Stansberry's obligations to pay the aggregate amount of $12,622,052.01 under promissory notes issued by Mr. Stansberry for the benefit of Monument & Cathedral dated as of May 1, 2015 and July 1, 2020, in the principal amounts of $8,000,000 and $3,000,000 respectively. This transaction was previously reported to the Commission on a Form 4 filed by Monument & Cathedral on September 13, 2023. |
| 2. The securities are held directly by Monument & Cathedral. The Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two (the "E. Bonner Trust Number 2") is the majority shareholder of Cobblestone Publishing, Inc., which is the sole manager of Monument & Cathedral. As such, the E. Bonner Trust Number 2 may be deemed to beneficially own the securities held of record by Monument & Cathedral. The E. Bonner Trust Number 2 disclaims ownership of such securities except to the extent of its pecuniary interest therein. |
| 3. Represents units of membership interests ("Common Units") of MarketWise, LLC, a Delaware limited liability company and a direct subsidiary of the Issuer. Subject to the terms and conditions of the operating agreement of MarketWise, LLC, Common Units are redeemable by the holder for, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A common stock of the Issuer for each Common Unit redeemed. Upon redemption of any Common Unit, the corresponding share of Class B common stock of the holder of Common Units will be terminated. Common Units do not have an expiration date. |
| Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two By: /s/ Margaret F. DeCampo, as Administrative Trustee | 11/22/2024 | |
| ** 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. | ||