MarketWise (MKTW) Form 3 MARKETWISE / Scott Stewart Miller ownership change

SEC Form 3

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^*

Greenhaven Road Investment Management, L.P.

(Last) (First) (Middle)

8 SOUND SHORE DRIVE

C/O ROYCE & ASSOCIATES, SUITE 190

(Street)

GREENWICH CT 06930

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/20/2021

3. Issuer Name and Ticker or Trading Symbol
MARKETWISE, INC. [ MKTW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 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 A Common Stock	1,065,300	I	By: Greenhaven Road Capital Fund 1, L.P.(1)
Class A Common Stock	1,434,700	I	By: Greenhaven Road Capital Fund 2, L.P.(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrants (Right to buy)	08/20/2021	07/19/2026	Class A Common Stock	4,081,833	11.5	I	By: Greenhaven Road Capital Fund 1, L.P.(1)
Warrants (Right to buy)	08/20/2021	07/19/2026	Class A Common Stock	5,558,921	11.5	I	By: Greenhaven Road Capital Fund 2, L.P.(2)
Warrants (Right to buy)	08/20/2021	07/19/2026	Class A Common Stock	1,010,445	11.5	I	By: Greenhaven Road Special Opportunities Fund LP.(3)

1. Name and Address of Reporting Person^*

Greenhaven Road Investment Management, L.P.

(Last) (First) (Middle)

8 SOUND SHORE DRIVE

C/O ROYCE & ASSOCIATES, SUITE 190

(Street)

GREENWICH CT 06930

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Miller Scott Stewart

(Last) (First) (Middle)

70 GREENHAVEN ROAD

(Street)

RYE NY 10580

(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.

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.

3. Greenhaven Road Special Opportunities Fund LP ("SOF") is a private investment vehicle. SOF directly owns these securities reported herein. The Investment Manager is the investment manager of SOF. Greenhaven Road Special Opportunities Fund GP LLC (the "SOF General Partner") is the general partner of SOF. Scott Miller is the controlling person of the SOF General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any.

	/s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of Fund 1 and Fund 2 and the Investment Manager) and the SOF General Partner (for itself and on behalf of the SOF)	08/30/2021
	** Signature of Reporting Person	Date
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