SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 (Last) (First) (Middle) 14 W. MOUNT VERNON PLACE (Street) BALTIMORE MD 21201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2021	3. Issuer Name and Ticker or Trading Symbol MARKETWISE, INC. [ MKTW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	112,807,518	I	By Monument and Cathedral Holdings, LLC(1)
Class B Common Stock	1,087,162	I	By Myles Norin LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(3)	(3)	Class A Common Stock	112,807,518(4)	(5)	I	By Monument and Cathedral Holdings, LLC
Common Units	(3)	(3)	Class A Common Stock	1,087,162(4)	(5)	I	By Myles Norin LLC

1. Name and Address of Reporting Person* Monument & Cathedral Holdings, LLC (Last) (First) (Middle) 14 W. MOUNT VERNON PLACE (Street) BALTIMORE MD 21201 (City) (State) (Zip)

1. Name and Address of Reporting Person* Myles Norin LLC (Last) (First) (Middle) 14 W. MOUNT VERNON PLACE (Street) BALTIMORE MD 21201 (City) (State) (Zip)

1. Name and Address of Reporting Person* Norin Myles (Last) (First) (Middle) 14 W. MOUNT VERNON PLACE (Street) BALTIMORE MD 21201 (City) (State) (Zip)

1. Name and Address of Reporting Person* COBBLESTONE PUBLISHING INC (Last) (First) (Middle) 14 W. MOUNT VERNON PLACE (Street) BALTIMORE MD 21201 (City) (State) (Zip)

Explanation of Responses:

1. The securities are held of record by Monument & Cathedral Holdings, LLC ("Monument & Cathedral"). Myles Norin is the President of Cobblestone Publishing, Inc., which is the sole manager of Monument & Cathedral. As a result, Mr. Norin may be deemed to beneficially own the securities held of record by Monument & Cathedral. Mr. Norin disclaims ownership of such securities cexcept to the extent of his pecuniary interest therein.

2. The securities are held of record 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. The Common Units are redeemable by the Reporting Person for, at the election of the Issuer, newly-issued Class A common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class A common stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.

4. Represents Common Units received as consideration for LLC units of MarketWise, LLC in connection with the Business Combination Agreement, as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on July 1, 2021.

5. Upon the redemption of any Common Units, a number of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.

Remarks:

	MONUMENT & CATHEDRAL HOLDINGS, LLC By: COBBLESTONE PUBLISHING, INC., its sole manager By: /s/ Myles Norin, President	08/02/2021
	COBBLESTONE PUBLISHING, INC. By: /s/ Myles Norin, President	08/02/2021
	MYLES NORIN LLC By: /s/ Myles Norin, General Manager	08/02/2021
	/s/ Myles Norin	08/02/2021
	** Signature of Reporting Person	Date
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 5 (b)(v).
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