Form 4 for MKTW MARKETWISE, INC.
Accepted 2022-08-03 00:00:00 ET · period of report 2021-11-18 · accession 0000899243-22-027632 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-08-03 | 2022-07-21 | MKTW | Ascendant Sponsor LP | 10% | J - Other | — | -7.12M | 3.05M | -70% | — |
| D | 2022-08-03 | 2021-11-18 | MKTW | Ascendant Sponsor LP | 10% | J - Other | — | -10.28M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-07-21 | J | D | 7,119,000 | — | 3,051,000 | D | — | — | (F1) Ascendant Sponsor LP (the "Sponsor") made a pro-rata, in-kind distribution (the "Share Distribution") of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of MarketWise, Inc. (the "Issuer") to its limited partners. (F2) The Sponsor is the record holder of the securities reported herein. Ascendant Sponsor GP LLC is the sole general partner of Ascendant Sponsor LP and David Gomberg is the general partner of Ascendant Sponsor GP LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Gomberg disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein. (F3) As a result of the Share Distribution, Mr. Gomberg directly holds 729,282 shares of Class A Common Stock. The acquisition of such securities is not reportable by Mr. Gomberg, as it is a mere change in the form of beneficial ownership under Rule 16a-13 under the Securities Exchange Act of 1934, as amended (representing his pecuniary interest in the securities originally held by the Sponsor and subsequently distributed pro rata to its limited partners). |
| 2 | Derivative | Private Placement Warrants | 2021-11-18 | J | D | 10,280,000 | — | 0 | D | $11.50 · 2021-08-21 to 2026-07-21 | 10,280,000 Class A Common Stock | (F4) The Sponsor made a pro-rata, in-kind distribution (the "PPW Distribution") of private placement warrants of the Issuer to its limited partners. Each private placement warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants became exercisable on August 21, 2021 and expire on July 21, 2026, or earlier upon redemption or liquidation. (F5) As a result of the PPW Distribution, Mr. Gomberg directly holds 2,691,334 private placement warrants. The acquisition of such securities is not reportable by Mr. Gomberg, as it is a mere change in the form of beneficial ownership under Rule 16a-13 under the Securities Exchange Act of 1934, as amended (representing his pecuniary interest in the securities originally held by the Sponsor and subsequently distributed pro rata to its limited partners). (F2) The Sponsor is the record holder of the securities reported herein. Ascendant Sponsor GP LLC is the sole general partner of Ascendant Sponsor LP and David Gomberg is the general partner of Ascendant Sponsor GP LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Gomberg disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein. |