Sec Form 4 Filing - Greenhaven Road Investment Management, L.P. @ MARKETWISE, INC. - 2022-09-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Greenhaven Road Investment Management, L.P.
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)
8 SOUND SHORE DRIVE, SUITE 190
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2022
(Street)
GREENWICH, CT06830
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 09/19/2022 P 785,752 A 1,851,052 I By: Greenhaven Road Capital Fund 1, L.P.( 1 )
Class A Common Stock 09/19/2022 P 1,070,092 A 2,504,792 I By: Greenhaven Road Capital Fund 2, L.P.( 2 )
Class A Common Stock 09/19/2022 P 194,510 A 194,510 I By: Greenhaven Road Special Opportunities Fund LP( 3 )
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
Warrant (right to buy) $ 11.5 09/19/2022 S 4,081,833 08/20/2021 07/19/2026 Class A Common Stock 4,081,833 ( 4 ) 0 I By: Greenhaven Road Capital Fund 1, L.P.( 1 )
Warrant (right to buy) $ 11.5 09/19/2022 S 5,558,921 08/20/2021 07/19/2026 Class A Common Stock 5,558,921 ( 5 ) 0 I By: Greenhaven Road Capital Fund 2, L.P.( 2 )
Warrant (right to buy) $ 11.5 09/19/2022 S 1,010,445 08/20/2021 07/19/2026 Class A Common Stock 1,010,445 ( 6 ) 0 I By: Greenhaven Road Special Opportunities Fund LP( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Greenhaven Road Investment Management, L.P.
8 SOUND SHORE DRIVE, SUITE 190
GREENWICH, CT06830
X
Miller Scott Stewart
8 SOUND SHORE DRIVE, SUITE 190
GREENWICH, CT06830
X
MVM Funds LLC
8 SOUND SHORE DRIVE, SUITE 190
GREENWICH, CT06930
X
Greenhaven Road Capital Fund 1, L.P.
8 SOUND SHORE DRIVE, SUITE 190
GREENWICH, CT06830
X
Greenhaven Road Capital Fund 2, L.P.
8 SOUND SHORE DRIVE, SUITE 190
GREENWICH, CT06830
X
Greenhaven Road Special Opportunities Fund LP
8 SOUND SHORE DRIVE, SUITE 190
GREENWICH, CT06830
X
Signatures
/s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of Fund 1, Fund 2 and the Investment Manager) and the SOF General Partner (for itself and on behalf of SOF) 09/20/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Greenhaven Road Capital Fund 1, L.P. ("Fund 1") is a private investment vehicle. Fund 1 directly owns these securities reported herein. Greenhaven Road Investment Management, LP (the "Investment Manager") is the investment manager of Fund 1. MVM Funds, LLC (the "General Partner") is the general partner of Fund 1 and the Investment Manager. Scott Miller is the controlling person of the General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any.
( 2 )Greenhaven Road Capital Fund 2, L.P. ("Fund 2") is a private investment vehicle. Fund 2 directly owns these securities reported herein. The Investment Manager is the investment manager of Fund 2. The General Partner is also the general partner of Fund 2. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any.
( 3 )Greenhaven Road Special Opportunities Fund LP ("SOF") is a private investment vehicle. SOF directly owns these securities reported herein. The Investment Manager is the investment manager of SOF. Greenhaven Road Special Opportunities Fund GP LLC (the "SOF General Partner") is the general partner of SOF. Scott Miller is the controlling person of the SOF General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any.
( 4 )Fund 1 disposed of Warrants to purchase 4,081,833 shares of Class A Common Stock in exchange for 785,752 shares of Class A Common Stock in an issuer exchange offer.
( 5 )Fund 2 disposed of Warrants to purchase 5,558,921 shares of Class A Common Stock in exchange for 1,070,092 shares of Class A Common Stock in an issuer exchange offer.
( 6 )SOF disposed of Warrants to purchase 1,010,445 shares of Class A Common Stock in exchange for 194,510 shares of Class A Common Stock in an issuer exchange offer.

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