| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MARKETWISE, INC. [ MKTW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/19/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/19/2022 | P | 785,752 | A | (4) | 1,851,052 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Class A Common Stock | 09/19/2022 | P | 1,070,092 | A | (5) | 2,504,792 | I | By: Greenhaven Road Capital Fund 2, L.P.(2) | ||
| Class A Common Stock | 09/19/2022 | P | 194,510 | A | (6) | 194,510 | I | By: Greenhaven Road Special Opportunities Fund LP(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant (right to buy) | $11.5 | 09/19/2022 | S | 4,081,833 | 08/20/2021 | 07/19/2026 | Class A Common Stock | 4,081,833 | (4) | 0 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | |||
| Warrant (right to buy) | $11.5 | 09/19/2022 | S | 5,558,921 | 08/20/2021 | 07/19/2026 | Class A Common Stock | 5,558,921 | (5) | 0 | I | By: Greenhaven Road Capital Fund 2, L.P.(2) | |||
| Warrant (right to buy) | $11.5 | 09/19/2022 | S | 1,010,445 | 08/20/2021 | 07/19/2026 | Class A Common Stock | 1,010,445 | (6) | 0 | I | By: Greenhaven Road Special Opportunities Fund LP(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. |
| 4. Fund 1 disposed of Warrants to purchase 4,081,833 shares of Class A Common Stock in exchange for 785,752 shares of Class A Common Stock in an issuer exchange offer. |
| 5. Fund 2 disposed of Warrants to purchase 5,558,921 shares of Class A Common Stock in exchange for 1,070,092 shares of Class A Common Stock in an issuer exchange offer. |
| 6. SOF disposed of Warrants to purchase 1,010,445 shares of Class A Common Stock in exchange for 194,510 shares of Class A Common Stock in an issuer exchange offer. |
| /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) and the SOF General Partner (for itself and on behalf of SOF) | 09/20/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
