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
 
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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*
Monument & Cathedral Holdings, LLC

(Last) (First) (Middle)
14 W. MOUNT VERNON PLACE

(Street)
BALTIMORE MD 21201

(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)
08/31/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 B Common Stock 08/31/2023 J(1) 6,311,026 A (1) 119,118,544 D
Class B Common Stock 1,087,162 I By Myles Norin, LLC(2)
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
Common Units (3) 08/31/2023 J(1) 6,311,026 (3) (3) Class A Common Stock 6,311,026 (1) 119,118,544 D
Common Units (3) (3) (3) Class A Common Stock 1,087,162 1,087,162 I By Myles Norin, LLC(2)
1. Name and Address of Reporting Person*
Monument & Cathedral Holdings, LLC

(Last) (First) (Middle)
14 W. MOUNT VERNON PLACE

(Street)
BALTIMORE MD 21201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Myles Norin LLC

(Last) (First) (Middle)
14 W. MOUNT VERNON PLACE

(Street)
BALTIMORE MD 21201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Norin Myles

(Last) (First) (Middle)
14 W. MOUNT VERNON PLACE

(Street)
BALTIMORE MD 21201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COBBLESTONE PUBLISHING INC

(Last) (First) (Middle)
14 W. MOUNT VERNON PLACE

(Street)
BALTIMORE MD 21201

(City) (State) (Zip)
Explanation of Responses:
1. On August 31, 2023, pursuant to a settlement agreement with Frank Porter Stansberry, dated June 21, 2023, Mr. Stansberry transferred to the Reporting Person 6,311,026 shares of Class B common stock of the Issuer and 6,311,026 Common Units (as defined in footnote 3) in consideration for the release and discharge of Mr. Stansberry's obligations to pay the aggregate amount of $22,111,867.26 under promissory notes issued by Mr. Stansberry for the benefit of the Reporting Person, dated as of May 1, 2015 and July 1, 2020, in the principal amounts of $8,000,000 and $3,000,000 respectively.
2. The securities are held directly by Myles Norin, LLC. Myles Norin is the manager of Myles Norin, LLC and as a result, may be deemed to beneficially own the securities held of record by Myles Norin, LLC. Mr. Norin disclaims ownership of such securities except to the extent of his pecuniary interest therein.
3. Represents units of membership interests ("Common Units") of MarketWise, LLC, a Delaware limited liability company and a direct subsidiary of the Issuer. Subject to the terms and conditions of the operating agreement of MarketWise, LLC, Common Units are redeemable by the holder for, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class A common stock of the Issuer for each Common Unit redeemed. Upon redemption of any Common Unit, the corresponding share of Class B common stock of the holder of Common Units will be terminated. Common Units do not have an expiration date.
Remarks:
Myles Norin is the President of Cobblestone Publishing, Inc., which is the sole manager of the Monument & Cathedral Holdings, LLC ("Monument"). As a result, Mr. Norin and Cobblestone Publishing, Inc. may be deemed to beneficially own the securities held by Monument. Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person except to the extent of such reporting person's pecuniary interest therein.
Monument & Cathedral Holdings, LLC By: Cobblestone Publishing, Inc., as Manager By: /s/ Myles Norin, President 09/13/2023
Cobblestone Publishing, Inc. By: /s/ Myles Norin, President 09/13/2023
Myles Norin, LLC By: /s/ Myles Norin, Manager 09/13/2023
/s/ Myles Norin 09/13/2023
** 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 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).
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