New insider Nolan Erika claimed ownership of 119,118,544 units of Class B Common Stock (SEC Form 3)
$MKTW
Computer Software: Prepackaged Software
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/20/2024 |
3. Issuer Name and Ticker or Trading Symbol
MARKETWISE, INC. [ MKTW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B Common Stock | 119,118,544 | I | By Monument & Cathedral Holdings, LLC(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Units | (2) | (2) | Class A Common Stock | 119,118,544(3) | (4) | I | By Monument & Cathedral Holdings, LLC |
| Explanation of Responses: |
| 1. The securities are held of record by Monument & Cathedral Holdings, LLC ("Monument & Cathedral"). On November 20, 2024, Erika Nolan was appointed President of Cobblestone Publishing, Inc., which is the sole manager of Monument & Cathedral. As a result, Ms. Nolan may be deemed to beneficially own the securities held of record by Monument & Cathedral. Ms. Nolan disclaims ownership of such securities except to the extent of her pecuniary interest therein. |
| 2. The Common Units are redeemable by Monument & Cathedral for, at the election of the Issuer, newly-issued Class A common Stock 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 for each Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class B Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| 3. Represents (i) 112,807,518 Common Units received by Monument & Cathedral as consideration for LLC units of MarketWise, LLC in connection with the Business Combination Agreement, as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on July 1, 2021, and (ii) 6,311,026 Common Units received by Monument & Cathedral on August 31, 2023 pursuant to a settlement agreement with Frank Porter Stansberry, dated June 21, 2023, 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 May 1, 2015 and July 1, 2020, in the principal amounts of $8,000,000 and $3,000,000 respectively. |
| 4. Upon the redemption of any Common Units, a number of shares of Class B Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. |
| /s/ Erika Nolan | 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 5 (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. | ||