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* Eifrig David (Last) (First) (Middle) 1125 N. CHARLES STREET (Street) BALTIMORE MD 21201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2023	3. Issuer Name and Ticker or Trading Symbol MARKETWISE, INC. [ MKTW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/11/2023
			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 A Common Stock	25,000(1)	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

Explanation of Responses:

1. Represents an award of earn out shares, 50% of which will vest if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to July 21, 2025 that equals or exceeds $12.00 and the remainder of which will vest if the Issuer's Class A Common Stock achieves a price per share for any period of 20 trading days out of 30 consecutive trading days prior to July 21, 2025 that equals or exceeds $14.00.

Remarks:

This Form 3/A amends the original Form 3 filed on May 11, 2023, which inadvertently omitted 25,000 earn out shares held directly by the Reporting Person.

	/s/ Gary Anderson, Attorney-in-fact	05/12/2023
	** 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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