Brian Coppola - Jan 27, 2022 Form 4 Insider Report for System1, Inc. (SST)

Role: Chief Product Officer
Signature: By: /s/ Daniel Weinrot, Attorney-in-Fact for Brian Coppola
Stock symbol: SST
Transactions as of: Jan 27, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/2/2022, 07:33 PM
Next filing: May 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SST	Class A Common Stock	Award		+77.1K			77.1K	Jan 27, 2022	Direct	F1
transaction	SST	Class C Common Stock	Award		+226K			226K	Jan 27, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SST	Class B Units	Award		+226K			226K	Jan 27, 2022	Class A Common Stock	226K		Direct	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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).
F2	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.
F3	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 2 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 2 above.
F4	The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 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.