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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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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. 4)*
MarketWise, Inc.
(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)
August 11, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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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NAMES OF REPORTING PERSONS
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Frank Porter Stansberry
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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67,415,228 [See Item 5]
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8
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SHARED VOTING POWER
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NONE
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9
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SOLE DISPOSITIVE POWER
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67,415,228 [See Item 5]
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10
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SHARED DISPOSITIVE POWER
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NONE
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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67,415,228
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12
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CHECK BOX 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)
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66% [See Item 5]
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Explanatory Note
The following constitutes Amendment No. 4 to the Schedule 13D filed by the Reporting Person. This Amendment No. 4
amends Item 4, Item 5, Item 6, and Item 7, as set forth below. All other items reported in Amendment No. 1 filed on January 20, 2023 remain unchanged.
| Item 4. |
Purpose of Transaction.
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Item 4 is hereby amended by the addition of the following:
On August 11, 2023, the Reporting Person sent a letter to the Issuer’s Board of Directors (“Board”) expressing concern with the Issuer’s financial results for
the second quarter ended June 30, 2023, and with the Board’s refusal to investigate the Issuer’s IPO and warrant exchange offers. The Reporting Person requests that the Board take action and commence a thorough review of actions that led to the
current financial condition of the Issuer, to adopt a plan to return the business to delivering value to its shareholders on a consistent basis, and to review the IPO and warrant exchange offers.
| Item 5. |
Interest in Securities of the Issuer
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| (a) |
The Reporting Person is the beneficial owner of 67,415,228 shares of Class A Common Stock, constituting approximately 66% of the class outstanding. Specifically, the Reporting Person is the holder of record of 2,851,014 shares of Class
A Common Stock purchased in open market transactions. Additionally, the Reporting Person has the right to acquire 64,564,214 shares of Class A Common Stock underlying the Reporting Person’s Common Units of MarketWise, LLC: (i) 61,997,571
shares of Class A Common Stock underlying Common Units of MarketWise, LLC held of record by the Reporting Person and (ii) 2,566,643 shares of Class A Common Stock underlying Common Units of MarketWise, LLC held by a limited liability
company over which the Reporting Person has beneficial ownership. As of June 30, 2023, there were 37,480,687 shares of Class A Common Stock outstanding according to the Issuer. In accordance with Rule 13d-3(d)(1)(i), the 64,564,214 shares
of Class A Common Stock underlying the Common Units of MarketWise, LLC beneficially owned by the Reporting Person are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by the
Reporting Person only.
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The Reporting Person has sole power to dispose or to direct the disposition of 67,415,228 shares of Class A Common Stock. The Reporting Person has sole power to vote or direct the vote of all of his shares of Class A Common Stock.
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The chart below describes transactions in the last sixty days by the Reporting Person in shares of Class A Common Stock:
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Transaction
Date
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Transaction Type
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Number of
Shares
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Price per
Share
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06/23/2023
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Acquisition Pursuant to
Redemption of Common Units
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250,000
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$NA
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06/28/2023
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Open Market Sale
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700
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$
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1.94
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06/29/2023
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Open Market Sale
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732
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$
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2.00
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06/30/2023
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Open Market Sale
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17,334
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$
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2.02
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07/03/2023
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Open Market Sale
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890
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$
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2.00
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07/05/2023
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Open Market Sale
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6,946
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$
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2.00
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07/07/2023
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Open Market Sale
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900
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$
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2.00
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07/25/2023
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Open Market Sale
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700
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$
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2.04
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07/26/2023
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Open Market Sale
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4,692
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$
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2.00
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08/10/2023
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Open Market Sale
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217,106
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$
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1.58
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| (d) |
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Class A Common Stock owned by the Reporting Person.
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| (e) |
Not applicable.
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| Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 of the Schedule 13D is hereby amended by the addition of the following:
The Reporting Person intends to transfer 6,311,026 Common Units of MarketWise LLC to Monument & Cathedral Holdings, LLC in connection with a private
transaction being negotiated between the parties. Any transfer of Common Units of MarketWise LLC will be subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of MarketWise, LLC dated July 21, 2021.
Common Units of MarketWise LLC are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the option of the holder.
| Item 7. |
Material to be Filed as Exhibits.
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Exhibit
No.
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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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99.3
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Letter, dated March 13, 2023, from Frank Porter Stansberry to MarketWise Shareholders (previously filed)
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99.4
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Settlement Agreement, dat
ed as of April 28, 2023 by and between MarketWise, Inc., F. Porter Stansberry and Stokes Holdings Inc. (incorporated herein by reference to Exhibit 10.1 in MarketWise, Inc.’s Form 8-K
filed with the SEC on May 2, 2023).
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Letter, dated August 11, 2023, from Frank Porter Stansberry to the Board of Directors of Marketwise, Inc.
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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: August 15, 2023
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/s/ Frank Porter Stansberry
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Frank Porter Stansberry
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