| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol System1, Inc. [ SST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/27/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/27/2022 | A | 4,722,175 | A | (1) | 4,722,175 | I | See footnote(2) | ||
| Class A Common Stock | 01/27/2022 | A | 725,000 | A | (3) | 5,447,175 | I | See footnote(3) | ||
| Class C Common Stock(4) | 01/27/2022 | A | 8,448,338 | A | (1) | 8,448,338 | I | See footnote(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants (right to buy) | (6) | 01/27/2022 | A | 500,000 | (6) | (6) | Class A Common Stock | 500,000 | (6) | 500,000 | I | See footnote(7) | |||
| Class B Units(8) | (9) | 01/27/2022 | A | 8,448,338 | (8) | (8) | Class A Common Stock | 8,448,338 | (1) | 8,448,338 | I | See footnote(10) | |||
| Explanation of Responses: |
| 1. Received in connection with the business combination (the "Business Combination") among System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company"), S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("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. ("Protected") 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). |
| 2. Reflects (i) 3,537,147 shares held by Lone Star Friends Trust, (ii) 592,514 shares held by the Dante Jacob Blend Trust and (iii) 592,514 shares held by the Nola Delfina Blend Trust. Mr. Blend is a beneficiary of the Lone Star Friends Trust. The shares held by the Dante Jacob Blend Trust and the Nola Delfina Blend Trust are for the benefit of his children living in his household, and Mr. Blend disclaims all pecuniary interest therein. |
| 3. The shares are represented by restricted stock units ("RSUs") granted to the reporting person as of the closing of the Business Combination and which vest upon the first to occurrence of: (a) the first trading day on which the volume weighted average price of the Company's Class A common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or (b) a Change of Control (as defined in the Business Combination Agreement), in which the valuation of the Company's Class A common stock is equal to or in excess of $12.50 per share, during the five-year period following the closing of the Business Combination. |
| 4. In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Unit ("Common Unit") in S1 Holdco, LLC ("S1 Holdco") held by the reporting person as of the closing of the Business Combination. Pursuant to the Fifth Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, in connection with the redemption of the Common Units (at the election of the holder), the corresponding shares of Class C common stock in the Company held by the reporting person are forfeited and cancelled, on a one-for-one basis, without consideration, for either shares of Class A Common Stock, or cash, at the Issuer's election. |
| 5. Reflects (i) 7,945,580 shares held by Lone Star Friends Trust, (ii) 251,379 shares held by the Dante Jacob Blend Trust and (iii) 251,379 shares held by the Nola Delfina Blend Trust. See Footnote 2 above. |
| 6. Upon the closing of the Business Combination, Lone Star Friends Trust (of which Mr. Blend is the beneficiary) acquired the warrants from BGPT Trebia LP at a price of $1.50 per warrant share. Each whole warrant ("Warrant") entitles the holder thereof to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable 30 days after the completion of the Business Combination, and will expire five (5) years after the completion of the Business Combination or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714). |
| 7. Reflects 500,000 Warrants held by Lone Star Friends Trust. See Footnote 6 above. |
| 8. Represents Common Units of S1 Holdco, which are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 4 above)) on a one-for-one basis for shares of the Company's Class A common stock, or, at the election of the Company, cash equal to the volume weighted average market price of a share of Class A Common Stock at the time of such redemption. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Company in connection with the Business Combination. Upon the closing of the Business Combination, the reporting person was issued one share of Class C Common Stock for each Common Unit held by the reporting person as of the closing. See Footnote 4 above. |
| 9. The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 4 above)) on a one-for-one basis for shares of the Company's Class A Common Stock, or, at the election of the Company, cash equal to the volume weighted average market price of a share of Class A Common Stock at the time of such redemption. The Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. |
| 10. Reflects (i) 7,945,580 units held by Lone Star Friends Trust, (ii) 251,379 units held by the Dante Jacob Blend Trust and (iii) 251,379 units held by the Nola Delfina Blend Trust. See Footnote 2 above. |
| Remarks: |
| Chief Executive Officer & Chairman of System1, Inc. |
| By: /s/ Daniel Weinrot, Attorney-in-Fact for Michael Blend | 02/01/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
