Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed
Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto
Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.
)*
MarketWise, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
57064P107
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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X |
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Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 57064P107 |
Schedule 13G |
Page 1 of 5
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1 |
Names of Reporting Persons
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Jared Kelly |
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2 |
Check the Appropriate Box if a Member of a Group |
(a) [ ] |
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(b) [ ] |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
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United States
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Number of Shares Beneficially Owned by Each Reporting Person
With |
5 |
Sole Voting Power |
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2,866,344 |
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6 |
Shared Voting Power
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0 |
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7 |
Sole Dispositive Power
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2,866,344 |
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8 |
Shared Dispositive Power
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0 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
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2,866,344 |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
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Not Applicable
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11 |
Percent of Class Represented by Amount in Row 9
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8.8% |
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12 |
Type of Reporting Person
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IN
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CUSIP No. 57064P107 |
Schedule 13G |
Page 2 of 5
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ITEM 1.
(a) Name of Issuer:
MarketWise, Inc. (the “Issuer”).
(b)Address
of Issuer’s Principal Executive Offices:
1125 N. Charles Street Baltimore, Maryland 21201.
ITEM 2.
(a) Name of Person Filing:
This statement is filed on behalf of Jared Kelly (the “Reporting
Person”).
(b)Address
or Principal Business Office:
The business address of the Reporting Person is 1125 N. Charles
St., Baltimore, MD 21201.
(c)Citizenship
of each Reporting Person is:
Jared Kelly is a citizen of the United States.
(d)Title
of Class of Securities:
Class A Common Stock, par value $0.0001 per share (“Class A Common
Stock”).
(e)CUSIP
Number:
57064P107
ITEM 3.
Not applicable.
ITEM 4.Ownership.
(a-c)
The ownership information presented below represents beneficial
ownership of Class A Common Stock of the Issuer as of December 31,
2021, based upon 29,769,402 shares of Class A Common Stock
outstanding as of December 31, 2021.
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Reporting Person:
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Amount
beneficially
owned:
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Percent
of class: |
Sole power to vote or to direct the vote:
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Shared power to vote or to direct the vote:
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Sole power to dispose or to direct the disposition of:
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Shared power to dispose or to direct the disposition
of: |
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Jared Kelly |
2,866,344 |
8.8% |
2,866,344 |
0 |
2,866,344 |
0 |
Jared Kelly is the record holder of 2,866,344
Common Units of MarketWise, LLC, which are exchangeable for shares
of Class A Common Stock on a one-for-one basis at the option of the
holder.
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CUSIP No. 57064P107 |
Schedule 13G |
Page 3 of 5
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ITEM 5.Ownership
of Five Percent or Less of a Class.
Not applicable.
ITEM 6.Ownership
of More than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7.Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company.
Not applicable.
ITEM 8.Identification
and Classification of Members of the Group.
Not applicable.
ITEM 9.Notice
of Dissolution of Group.
Not applicable.
ITEM 10.
Certification.
Not applicable.
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CUSIP No. 57064P107 |
Schedule 13G |
Page 4 of 5
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: March
14, 2022
Jared Kelly
/s/ Gary Anderson,
attorney-in-fact
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CUSIP No. 57064P107 |
Schedule 13G |
Page 5 of 5
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LIST OF EXHIBITS
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Exhibit No. |
Description |
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24 |
Power of Attorney |
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CUSIP No. 57064P107 |
Schedule 13G |
Page 1 of 2
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Exhibit 24
POWER OF ATTORNEY
With respect to holdings of and
transactions in securities issued by MarketWise, Inc. (the
"Company"), the undersigned hereby constitutes and appoints the
individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full
power of substitution and resubstitution, to act as the
undersigned's true and lawful attorney-in-fact to:
1.execute
for and on behalf of the undersigned, Schedules 13D and 13G in
accordance with Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules thereunder, and
Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act
and the rules thereunder;
2.do
and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any
such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and timely file such schedule
or form with the SEC and any stock exchange or similar authority;
and
3.take
any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to
be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorneys-in-fact substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights
and powers herein granted.
The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 13 and Section 16 of the Exchange Act.
This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to
file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by
the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of February 4, 2022.
/s/ Jared Kelly
Jared Kelly
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CUSIP No. 57064P107 |
Schedule 13G |
Page 2 of 2
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Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution
Gary Anderson
Cynthia Cherry
Scott Forney
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