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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
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 Explanation
No 5 G Direct
No 4 X Direct
No 4 S Direct
Reported Derivative Transactions
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
  1. 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
  2. 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.
  3. (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.
  4. 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.