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* Mason Amber Lee (Last) (First) (Middle) 1125 N. CHARLES STREET (Street) BALTIMORE MD 21201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/10/2023	3. Issuer Name and Ticker or Trading Symbol MARKETWISE, INC. [ MKTW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer	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	3,601,078	D

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
Common Units	(1)	(1)	Class A Common Stock	3,601,078	(2)	D

Explanation of Responses:

1. The Common Units are redeemable at any time by the Reporting Person 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 Class A common stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.

2. Upon the redemption of any Common Units, a number of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.

Remarks:

	/s/ Gary Anderson, Attorney-in-fact	01/17/2023
	** 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).
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