MarketWise Form 3 Initial statement of insider ownership

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^*

Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two

(Last)

(First)

(Middle)

14 W. MOUNT VERNON PLACE

(Street)

BALTIMORE

21201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2021

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)

X	Form filed by One Reporting Person
	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 B Common Stock	117,735	D
Class B Common Stock	112,807,518	I	By Monument & Cathedral Holdings, LLC⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Units	⁽²⁾	⁽²⁾	Class A Common Stock	117,735⁽³⁾	⁽⁴⁾	D
Common Units	⁽²⁾	⁽²⁾	Class A Common Stock	112,807,518⁽³⁾	⁽⁴⁾	I	By Monument & Cathedral Holdings, LLC

Explanation of Responses:

1. The securities are held of record by Monument & Cathedral Holding, LLC ("Monument & Cathedral"). The Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two (the "E. Bonner Trust Number 2") is the majority shareholder of Cobblestone Publishing, Inc. ("Cobblestone") which is the sole manager of Monument & Cathedral. As such, the E. Bonner Trust Number 2 may be deemed to beneficially own the securities held of record by Monument & Cathedral. The E. Bonner Trust Number 2 disclaims ownership of such securities except to the extent of its pecuniary interest therein.

2. The Common Units are redeemable by the Reporting Person and 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 Common Units received 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.

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.

	Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two By: /s/ Margaret F. DeCampo, as Administrative Trustee	11/22/2024
	** 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 5 (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.

MarketWise (MKTW) Form 3Initial statement of insider ownership