5//SEC Filing
Ascendant Sponsor GP LLC 5
Accession 0000899243-22-006185
CIK 0001805651other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 4:39 PM ET
Size
17.2 KB
Accession
0000899243-22-006185
Insider Transaction Report
Form 5
MARKETWISE, INC.MKTW
Ascendant Sponsor LP
DirectorPresident10% Owner
Transactions
- Award
Private Placement Warrants
2021-07-21$1.00/sh+10,280,000$10,280,000→ 10,280,000 totalExercise: $11.50From: 2021-08-20Exp: 2026-07-21→ Class A Common Stock (10,280,000 underlying) - Other
Private Placement Warrants
2021-11-19$1.00/sh−10,280,000$10,280,000→ 0 totalExercise: $11.50From: 2021-08-20Exp: 2026-07-21→ Class A Common Stock (10,280,000 underlying) - Exercise/Conversion
Class A Common Stock
2021-07-21+10,170,000→ 10,170,000 total - Exercise/Conversion
Class B Ordinary Shares
2021-07-21−10,170,000→ 0 total→ Class A Ordinary Shares (10,170,000 underlying)
Ascendant Sponsor GP LLC
Director10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2021-07-21+10,170,000→ 10,170,000 total - Exercise/Conversion
Class B Ordinary Shares
2021-07-21−10,170,000→ 0 total→ Class A Ordinary Shares (10,170,000 underlying) - Other
Private Placement Warrants
2021-11-19$1.00/sh−10,280,000$10,280,000→ 0 totalExercise: $11.50From: 2021-08-20Exp: 2026-07-21→ Class A Common Stock (10,280,000 underlying) - Award
Private Placement Warrants
2021-07-21$1.00/sh+10,280,000$10,280,000→ 10,280,000 totalExercise: $11.50From: 2021-08-20Exp: 2026-07-21→ Class A Common Stock (10,280,000 underlying)
Gomberg David
DirectorPresident10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2021-07-21+10,170,000→ 10,170,000 total - Exercise/Conversion
Class B Ordinary Shares
2021-07-21−10,170,000→ 0 total→ Class A Ordinary Shares (10,170,000 underlying) - Award
Private Placement Warrants
2021-07-21$1.00/sh+10,280,000$10,280,000→ 10,280,000 totalExercise: $11.50From: 2021-08-20Exp: 2026-07-21→ Class A Common Stock (10,280,000 underlying) - Other
Private Placement Warrants
2021-11-19$1.00/sh−10,280,000$10,280,000→ 0 totalExercise: $11.50From: 2021-08-20Exp: 2026-07-21→ Class A Common Stock (10,280,000 underlying)
Footnotes (4)
- [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.
Documents
Issuer
MARKETWISE, INC.
CIK 0001805651
Entity typeother
Related Parties
1- filerCIK 0001805643
Filing Metadata
- Form type
- 5
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 4:39 PM ET
- Size
- 17.2 KB