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Filing Details

Accession Number:: 0000899243-22-015380
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-04-21 21:47:24
Reporting Period:: 2022-04-19

Accepted Time:: 2022-04-21 21:47:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1805833	System1 Inc.	SST	Services-Computer Programming, Data Processing, Etc. (7370)	981531250

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1909643	Trust Friends Star Lone	C/O System1, Inc. 4235 Redwood Avenue Marina Del Rey, CA 90066		No	No	Yes	No
1912571	Stanley Blend	C/O System1, Inc. 4235 Redwood Avenue Marina Del Rey CA 90066		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Disposition	2022-04-13	1,000,000	$0.00	2,537,147	No	5	G	Direct
Class A Common Stock	Acquisiton	2022-04-19	500,000	$11.50	3,037,147	No	4	X	Direct
Class A Common Stock	Disposition	2022-04-19	285,459	$20.14	2,751,688	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	5	G	Direct
No	4	X	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.0001 Per Share	Warrants (Right to buy)	Disposition	2022-04-19	500,000	$0.00	500,000	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2022-02-26	2027-01-27	No	4	X	Direct

Footnotes

On April 13, 2022, Lone Star Friends Trust ("Lone Star") made a charitable contribution of 1,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company") to the Blend Family Foundation, a charitable foundation of which Stanley Blend is a director
On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc.
(continued from footnote 2) ("Merger Sub I"), Orchid Merger Sub II, LLC ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"), System1 SS Protect Holdings, Inc. and the other parties signatory to that certain Business Combination Agreement, dated as of June 28, 2021 (as amended on November 30, 2021, January 10, 2022 and January 25, 2022). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by Lone Star but rather Lone Star forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise.
Represents shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent.