Monument & Cathedral Holdings, LLC - Aug 31, 2023 Form 4 Insider Report for MARKETWISE, INC. (MKTW)

Role
10%+ Owner
Signature
Monument & Cathedral Holdings, LLC By: Cobblestone Publishing, Inc., as Manager By: /s/ Myles Norin, President
Stock symbol
MKTW
Transactions as of
Aug 31, 2023
Transactions value $
$0
Form type
4
Date filed
9/13/2023, 04:37 PM
Previous filing
Aug 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MKTW Class B Common Stock Other +6.31M +5.59% 119M Aug 31, 2023 Direct F1
holding MKTW Class B Common Stock 1.09M Aug 31, 2023 By Myles Norin, LLC 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 Common Units Other +6.31M +5.59% 119M Aug 31, 2023 Class A Common Stock 6.31M Direct F1, F3
holding MKTW Common Units 1.09M Aug 31, 2023 Class A Common Stock 1.09M By Myles Norin, LLC F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.