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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
57064P107
(CUSIP Number)
Frank Porter Stansberry
1001 Cathedral Street, Fourth Floor
Baltimore, MD 21201
(888) 610-8895
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 3, 2023
(Date of Event which Requires Filing of this Statement)
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
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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.
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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. 57064P107
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1
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NAME OF REPORTING PERSON
Frank Porter Stansberry
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
67,665,228 [See Item 5]
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8
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SHARED VOTING POWER
NONE
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9
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SOLE DISPOSITIVE POWER
67,665,228 [See Item 5]
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10
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SHARED DISPOSITIVE POWER
NONE
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,665,228
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69% [See Item 5]
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Explanatory Note
The following constitutes Amendment No. 2 to the Schedule 13D filed by the Reporting Person. This Amendment No. 2 amends Item 4 as set forth below. All other items reported in Amendment No. 1 filed
on January 20, 2023 remain unchanged.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended and supplemented by the addition of the following:
On March 3, 2023, the Reporting Person submitted to the Issuer his notice of intent to nominate Matthew Smith, Glenn Tongue, and Charles N. Curlett, Jr. for election to the Board of Directors at the 2023 Annual Meeting of Stockholders.
The Reporting Person, in an open letter to shareholders filed as Exhibit 99.3 to this Schedule 13D, highlights concerns with the Issuer’s and Board’s performance since becoming a public company.
Additional Information:
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN
FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.
Participant Information
The following persons may be deemed to be participants: F. Porter Stansberry, Matthew Smith, Glenn Tongue, and Charles N. Curlett, Jr. Certain of these persons hold direct or indirect interests as follows: Mr. Stansberry is the beneficial
owner of 67,665,228 shares of Class A Common Stock of MarketWise, as described in Item 5 of the Schedule 13D filed by Mr. Stansberry on January 20, 2023; Mr. Smith is the beneficial owner of 24,031 Class A Common Stock of MarketWise; and Mr. Tongue
owns 5,991 Class A Common Stock of MarketWise.
Item 7. Material to be Filed as Exhibits.
Exhibit
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Description of Document
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99.1
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Amended and Restated Registration Rights Agreement dated July 21, 2021, by and among MarketWise, Inc., Ascendant Sponsor LP, and certain members of Ascendant Sponsor LP and of MarketWise, LLC (incorporated herein by reference to
Exhibit 10.1 in MarketWise, Inc.’s Form 8-K filed with the SEC on July 28, 2021. (previously filed)
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99.2
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Letter, dated January 20, 2023, from Frank Porter Stansberry to the Board of Directors of Marketwise, Inc. (previously filed)
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Signature
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.
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Date: March 13, 2023
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/s/ Frank Porter Stansberry
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Frank Porter Stansberry
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