Martire Frank R Form 4 System1 / FRANK R MARTIRE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BGPT Trebia LP

(Last) (First) (Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

MARINE DEL REY CA 90066

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.0001 per share	03/17/2022		C(3)		616,250	A	(3)	3,378,532	D(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class D common stock, par value $0.0001 per share	(3)	03/17/2022		C(3)			616,250	(3)	(3)	Class A common stock, par value $0.0001	616,250	(3)	0	D(1)(2)

1. Name and Address of Reporting Person^*

BGPT Trebia LP

(Last) (First) (Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

MARINE DEL REY CA 90066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bridgeport Partners GP LLC

(Last) (First) (Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

MARINE DEL REY CA 90066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MARTIRE FRANK R

(Last) (First) (Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

MARINE DEL REY CA 90066

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Martire Frank III

(Last) (First) (Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

MARINE DEL REY CA 90066

(City) (State) (Zip)

Explanation of Responses:

1. This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

2. Directly owned by BGPT.

3. Under the Issuer's Certificate of Incorporation, the Class D common stock (i) was automatically convertible into Class A common stock on a one-for-one basis if the volume-weighted average price of Class A common stock equaled or exceeded $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or there was a "change in control" where the valuation of Class A common stock equaled or exceeded $12.50 per share (the "Class D Conversion Event") and (ii) was to be automatically forfeited to the Issuer for no consideration if a Class D Conversion Event did not occur prior to January 27, 2027. The Class D Conversion Event occurred on March 17, 2022, upon which 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock.

Remarks:

Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated by reference herein.

	See Exhibit 99.1	03/21/2022
	** Signature of Reporting Person	Date
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