Sec Form 4 Filing - Monument & Cathedral Holdings, LLC @ MARKETWISE, INC. - 2023-08-31

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
Monument & Cathedral Holdings, LLC
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)
14 W. MOUNT VERNON PLACE
3. Date of Earliest Transaction (MM/DD/YY)
08/31/2023
(Street)
BALTIMORE, MD21201
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 B Common Stock 08/31/2023 J( 1 ) 6,311,026 A 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 (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
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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Monument & Cathedral Holdings, LLC
14 W. MOUNT VERNON PLACE
BALTIMORE, MD21201
X
Myles Norin LLC
14 W. MOUNT VERNON PLACE
BALTIMORE, MD21201
X
Norin Myles
14 W. MOUNT VERNON PLACE
BALTIMORE, MD21201
X
COBBLESTONE PUBLISHING INC
14 W. MOUNT VERNON PLACE
BALTIMORE, MD21201
X
Signatures
Monument & Cathedral Holdings, LLC By: Cobblestone Publishing, Inc., as Manager By: /s/ Myles Norin, President 09/13/2023
Signature of Reporting Person Date
Cobblestone Publishing, Inc. By: /s/ Myles Norin, President 09/13/2023
Signature of Reporting Person Date
Myles Norin, LLC By: /s/ Myles Norin, Manager 09/13/2023
Signature of Reporting Person Date
/s/ Myles Norin 09/13/2023
Signature of Reporting Person Date
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.

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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