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SEC FORM 4 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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Ascendant Sponsor LP
(Last) (First) (Middle)
667 MADISON AVENUE
5TH FLOOR
(Street)
NEW YORK NY 10065
(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)
11/18/2021
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 07/21/2022 J(1) 7,119,000 D (1) 3,051,000 D(2)(3)
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
Private Placement Warrants $11.5 11/18/2021 J(4) 10,280,000 08/21/2021 07/21/2026 Class A Common Stock 10,280,000 (4) 0 D(2)(5)
1. Name and Address of Reporting Person*
Ascendant Sponsor LP
(Last) (First) (Middle)
667 MADISON AVENUE
5TH FLOOR
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ascendant Sponsor GP LLC
(Last) (First) (Middle)
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gomberg David
(Last) (First) (Middle)
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. 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).
4. 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.
5. 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).
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.
/s/ Jordan Leon, Attorney-in-Fact for Ascendant Sponsor LP 08/03/2022
/s/ Jordan Leon, Attorney-in-Fact for Ascendant Sponsor GP LLC 08/03/2022
/s/ Jordan Leon, Attorney-in-Fact for David Gomberg 08/03/2022
** 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.
                                                                   Exhibit 99.1

                              Joint Filer Information

Name of Joint Filer:                          Ascendant Sponsor LP

Address of Joint Filer:
                                              667 Madison Avenue, 5th Floor
                                              New York, New York 10065

Relationship of Joint Filer to Issuer:        10% Owner

Issuer Name and Ticker or Trading Symbol:     MarketWise, Inc. [MKTW]

Date of Event Requiring Statement:
(Month/Day/Year):                             11/18/2021



Name of Joint Filer:                          Ascendant Sponsor GP LLC

Address of Joint Filer:
                                              667 Madison Avenue, 5th Floor
                                              New York, New York 10065

Relationship of Joint Filer to Issuer:        10% Owner

Issuer Name and Ticker or Trading Symbol:     MarketWise, Inc. [MKTW]

Date of Event Requiring Statement:
(Month/Day/Year):                             11/18/2021



Name of Joint Filer:                          David Gomberg

Address of Joint Filer:
                                              667 Madison Avenue, 5th Floor
                                              New York, New York 10065

Relationship of Joint Filer to Issuer:        10% Owner

Issuer Name and Ticker or Trading Symbol:     MarketWise, Inc. [MKTW]

Date of Event Requiring Statement:
(Month/Day/Year):                             11/18/2021