System1 (SST) Form 4 System1 / WILLIAM P FOLEY II 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^*

Trasimene Trebia, LP

(Last) (First) (Middle)

C/O 1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS NV 89134

(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)
01/26/2022

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	01/26/2022		J(3)		833,750	D	$0	5,728,437	D(1)(2)
Class A common stock, par value $0.0001 per share	01/27/2022		J(3)		1,991,232	D	$0	3,737,205	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	(4)							(4)	(4)	Class A common stock, par value $0.0001	833,750		833,750	D(1)(2)
Warrants	$11.5	01/27/2022		A(5)		4,734,167		(5)	01/27/2027	Class A common stock, par value $0.0001	4,734,167	(5)	4,734,167	D(1)(2)

1. Name and Address of Reporting Person^*

Trasimene Trebia, LP

(Last) (First) (Middle)

C/O 1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS NV 89134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trasimene Trebia, LLC

(Last) (First) (Middle)

C/O 1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS NV 89134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOLEY WILLIAM P II

(Last) (First) (Middle)

C/O 1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS NV 89134

(City) (State) (Zip)

Explanation of Responses:

1. This form is being filed by each of the following Reporting Persons: Trasimene Trebia, LP ("Trasimene"); Trasimene Trebia, LLC ("Trasimene Trebia"); and William P. Foley, II (collectively, the "Reporting Persons"). William P. Foley, II is the sole member of Trasimene Trebia, which is the sole general partner of Trasimene. 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 Trasimene.

3. Trasimene forfeited the shares of Class A common stock to the Issuer for no consideration pursuant to the Business Combination Agreement, dated June 28, 2021, by and among Trebia Acquisition Corp. ("Trebia"), S1 Holdco, LLC, Inc., System1 SS Protect Holdings, Inc., and the other parties thereto, as amended (the "Business Combination Agreement"), and the Amended and Restated Sponsor Agreement, dated January 10, 2022, by and among BGPT Trebia LP, Trasimene, and the other parties thereto (the "A&R Sponsor Agreement").

4. See Remarks below. Under the Issuer's Certificate of Incorporation, the Class D common stock: is non-voting and does not confer economic rights other than the accrual of certain dividends; automatically converts into Class A common stock on a one-for-one basis if, during the period beginning on the closing of the transactions contemplated by the Business Combination Agreement (the "Closing") and ending on the fifth anniversary of the Closing, either the volume-weighted average price of 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 there is a "change in control" where the valuation of Class A common stock equals or exceeds $12.50 per share ("Class D Conversion Event"); and is automatically forfeited to the Issuer for no consideration if a Class D Conversion Event has not occurred prior to the fifth anniversary of the Closing. The Closing occurred on January 27, 2022.

5. In connection with the completion of Trebia's June 2020 initial public offering, Trasimene purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.

Remarks:

In accordance with the Business Combination Agreement, Trebia, a Cayman Islands exempted company, domesticated as a Delaware corporation (the "Domestication") and changed its name to "System1, Inc." Pursuant to the Domestication, the 7,395,937 Class B ordinary shares of Trebia, par value $0.0001 per share, directly owned by Trasimene, converted automatically, on a one-for-one basis, into 6,562,187 shares of Class A common stock and 833,750 shares of Class D common stock. Exhibit 24.1 (Power of Attorney) and Exhibit 99.1 (Joint Filer Information and Signatures) are hereby incorporated by reference herein.

	See Exhibit 99.1	01/28/2022
	** Signature of Reporting Person	Date
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