SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(Amendment No. 1)*
MarketWise, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
57064P107
(CUSIP Number)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 57064P107 | 13G | Page 2 of 5 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Marco Ferri | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,536,031 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,536,031 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,536,031 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
Not Applicable | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| CUSIP No. 57064P107 | 13G | Page 3 of 5 Pages |
Item 1.
| (a) | Name of Issuer: |
MarketWise, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
1125 N. Charles Street Baltimore, Maryland
Item 2.
| (a) | Name of Person Filing: |
Marco Ferri
| (b) | Address of Principal Business Office or, if None, Residence: |
6619 South Dixie Highway
#622
Miami, FL 33143
| (c) | Citizenship: |
Marco Ferri is a citizen of the United States.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)
| (e) | CUSIP Number: |
57064P107
Item 3.
Not applicable.
Item 4. Ownership.
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer based upon 44,432,380 shares of Class A Common Stock outstanding as of November 4, 2024 as reported by the Issuer and the holdings of Marco Ferri as of September 30, 2024.
| Reporting Person: |
Amount Beneficially Owned: |
Percent of Class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Marco Ferri |
2,536,031 | 5.4 | % | 2,536,031 | 0 | 2,536,031 | 0 | |||||||||||||||||
As of September 30, 2024, Marco Ferri is the beneficial owner of 2,536,031 shares of Class A Common Stock, which consists of (i) 169,687 shares of Class A Common Stock held of record, (ii) 1,219,910 Common Units of MarketWise, LLC, which are exchangeable for shares of Class A Common Stock on a one-for-one basis at the option of the holder (“Common Units”), held of record and (iii) 1,146,434 Common Units held by a limited liability company over which Mr. Ferri claims beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
| CUSIP No. 57064P107 | 13G | Page 4 of 5 Pages |
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
| CUSIP No. 57064P107 | 13G | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 13, 2024 |
| Date |
| /s/ Marco Ferri |
| Signature |
| Marco Ferri |
| Name |