Sec Form 3 Filing - Nolan Erika @ MARKETWISE, INC. - 2024-11-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Nolan Erika
2. Issuer Name and Ticker or Trading Symbol
MARKETWISE, INC. [ MKTW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
14 W. MOUNT VERNON PLACE
3. Date of Earliest Transaction (MM/DD/YY)
11/20/2024
(Street)
BALTIMORE, MD21201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 119,118,544 I By Monument & Cathedral Holdings, LLC ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 4 ) ( 2 ) ( 2 ) Class A Common Stock 119,118,544 ( 3 ) I By Monument & Cathedral Holdings, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nolan Erika
14 W. MOUNT VERNON PLACE
BALTIMORE, MD21201
X
Signatures
/s/ Erika Nolan 11/22/2024
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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