Sec Form 5 Filing - Ascendant Sponsor LP @ MARKETWISE, INC. - 2021-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ascendant Sponsor LP 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) (Last) (First) (Middle) 667 MADISON AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/21/2021 M( 1 ) V 10,170,000 A 10,170,000 D( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Ordinary Shares ( 1 ) 07/21/2021 M( 1 ) V 10,170,000 ( 1 ) ( 1 ) Class A Ordinary Shares 10,170,000 $ 0 0 D( 2 ) Private Placement Warrants $ 11.5 07/21/2021 A( 3 ) V 10,280,000 08/20/2021 07/21/2026 Class A Common Stock 10,280,000 $ 1 10,280,000 D( 2 ) Private Placement Warrants $ 11.5 11/19/2021 J( 4 ) V 10,280,000 08/20/2021 07/21/2026 Class A Common Stock 10,280,000 $ 1 0 D( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ascendant Sponsor LP 667 MADISON AVENUE 5TH FLOOR NEW YORK, NY10065 X Ascendant Sponsor GP LLC 667 MADISON AVENUE, 5TH FLOOR NEW YORK, NY10065 X Gomberg David 667 MADISON AVENUE, 5TH FLOOR NEW YORK, NY10065 X Signatures /s/ Jordan Leon, as Attorney-in-Fact for Ascendant Sponsor LP 02/14/2022 Signature of Reporting Person Date /s/ Jordan Leon, as Attorney-in-Fact for Ascendant Sponsor GP LLC 02/14/2022 Signature of Reporting Person Date /s/ Jordan Leon, as Attorney-in-Fact for David Gomberg 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Ascendant Digital Acquisition Corp. or "ADAC") and MarketWise, LLC, among other things, (i) each of the then issued and outstanding Class B ordinary shares of ADAC converted into Class A ordinary shares of ADAC on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-239623), (ii) ADAC migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Act (As Revised) (the "Domestication") and (iii) each of the issued and outstanding Class A ordinary shares of ADAC converted into shares of the Issuer's (after the Domestication) Class A common stock. ( 2 )Ascendant Sponsor LP 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 manager of Ascendant Sponsor GP LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by Ascendant Sponsor LP. ( 3 )The Private Placement Warrants are reported as acquired for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. The Private Placement Warrants were initially acquired in a private placement from ADAC concurrent with ADAC's initial public offering. ( 4 )On November 19, 2021, Ascendant Sponsor LP distributed the Private Placement Warrants to its limited partners pro-rata in an in-kind distribution.

Remarks: Prior to the Closing, each of Ascendant Sponsor LP and Ascendant Sponsor GP LLC was a director by deputization solely due to the circumstances of Mr. Gomberg's service on the board of directors of ADAC prior to the Closing. Mr. Gomberg resigned from the board of directors at Closing. As a result of and immediately following the Closing, neither Ascendant Sponsor LP nor Ascendant Sponsor GP LLC is a director by deputization.

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).

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