Ascendant Sponsor LP - 31 Dec 2021 Form 5 Insider Report for MARKETWISE, INC. (MKTW)

Role
10%+ Owner
Signature
/s/ Jordan Leon, as Attorney-in-Fact for Ascendant Sponsor LP
Issuer symbol
MKTW
Transactions as of
31 Dec 2021
Net transactions value
$0
Form type
5
Filing time
14 Feb 2022, 15:39:17 UTC
Previous filing
03 Aug 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MKTW Class A Common Stock Options Exercise +10,170,000 10,170,000 21 Jul 2021 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MKTW Class B Ordinary Shares Options Exercise $0 -10,170,000 -100% $0.000000* 0 21 Jul 2021 Class A Ordinary Shares 10,170,000 Direct F1, F2
transaction MKTW Private Placement Warrants Award $10,280,000 +10,280,000 $1.00 10,280,000 21 Jul 2021 Class A Common Stock 10,280,000 $11.50 Direct F2, F3
transaction MKTW Private Placement Warrants Other $10,280,000 -10,280,000 -100% $1.00 0 19 Nov 2021 Class A Common Stock 10,280,000 $11.50 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.