Ascendant Sponsor LP - Nov 18, 2021 Form 4 Insider Report for MARKETWISE, INC. (MKTW)

Role: 10%+ Owner
Signature: /s/ Jordan Leon, Attorney-in-Fact for Ascendant Sponsor LP
Stock symbol: MKTW
Transactions as of: Nov 18, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/3/2022, 06:00 PM
Next filing: Feb 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MKTW	Class A Common Stock	Other		-7.12M	-70%		3.05M	Jul 21, 2022	Direct	F1, F2, F3

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	Private Placement Warrants	Other		-10.3M	-100%		0	Nov 18, 2021	Class A Common Stock	10.3M	$11.50	Direct	F2, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Ascendant Sponsor LP (the "Sponsor") made a pro-rata, in-kind distribution (the "Share Distribution") of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of MarketWise, Inc. (the "Issuer") to its limited partners.
F2	The Sponsor 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 general partner of Ascendant Sponsor GP LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Gomberg disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.
F3	As a result of the Share Distribution, Mr. Gomberg directly holds 729,282 shares of Class A Common Stock. The acquisition of such securities is not reportable by Mr. Gomberg, as it is a mere change in the form of beneficial ownership under Rule 16a-13 under the Securities Exchange Act of 1934, as amended (representing his pecuniary interest in the securities originally held by the Sponsor and subsequently distributed pro rata to its limited partners).
F4	The Sponsor made a pro-rata, in-kind distribution (the "PPW Distribution") of private placement warrants of the Issuer to its limited partners. Each private placement warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants became exercisable on August 21, 2021 and expire on July 21, 2026, or earlier upon redemption or liquidation.
F5	As a result of the PPW Distribution, Mr. Gomberg directly holds 2,691,334 private placement warrants. The acquisition of such securities is not reportable by Mr. Gomberg, as it is a mere change in the form of beneficial ownership under Rule 16a-13 under the Securities Exchange Act of 1934, as amended (representing his pecuniary interest in the securities originally held by the Sponsor and subsequently distributed pro rata to its limited partners).

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.