Greenhaven Road Investment Management Form 4 MARKETWISE / Scott Stewart Miller ownership change

SEC Form 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Greenhaven Road Investment Management, L.P.

(Last) (First) (Middle)

8 SOUND SHORE DRIVE, SUITE 190

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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 A Common Stock	12/06/2023		S		300	D	$3.26	2,465,300	I	By: Greenhaven Road Capital Fund 2, L.P.(2)
Class A Common Stock								1,948,823	I	By: Greenhaven Road Capital Fund 1, L.P.(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 (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

1. Name and Address of Reporting Person^*

Greenhaven Road Investment Management, L.P.

(Last) (First) (Middle)

8 SOUND SHORE DRIVE, SUITE 190

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Miller Scott Stewart

(Last) (First) (Middle)

8 SOUND SHORE DRIVE, SUITE 190

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MVM Funds LLC

(Last) (First) (Middle)

8 SOUND SHORE DRIVE, SUITE 190

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greenhaven Road Capital Fund 1, L.P.

(Last) (First) (Middle)

8 SOUND SHORE DRIVE, SUITE 190

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Greenhaven Road Capital Fund 2, L.P.

(Last) (First) (Middle)

8 SOUND SHORE DRIVE, SUITE 190

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. Greenhaven Road Capital Fund 1, L.P. ("Fund 1") is a private investment vehicle. Fund 1 directly owns these securities reported herein. Greenhaven Road Investment Management, LP (the "Investment Manager") is the investment manager of Fund 1. MVM Funds, LLC (the "General Partner") is the general partner of Fund 1 and the Investment Manager. Scott Miller is the controlling person of the General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

2. Greenhaven Road Capital Fund 2, L.P. ("Fund 2") is a private investment vehicle. Fund 2 directly owns these securities reported herein. The Investment Manager is the investment manager of Fund 2. The General Partner is also the general partner of Fund 2. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

	/s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of Fund 1, Fund 2 and the Investment Manager)	12/11/2023
	** Signature of Reporting Person	Date
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