Christopher Stephen Phillips - Jan 27, 2022 Form 4/A - Amendment Insider Report for System1, Inc. (SST)

Role: Director, 10%+ Owner
Signature: By: /s/ Daniel Weinrot, Attorney-in-Fact for Christopher Stephen Phillips
Stock symbol: SST
Transactions as of: Jan 27, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 3/7/2022, 07:27 PM
Date Of Original Report: Feb 1, 2022
Next filing: Apr 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SST	Class A Common Stock	Award		+725K			725K	Jan 28, 2022	By JDIL	F1, F2, F3

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	Warrants (right to buy)	Purchase		+500K			500K	Jan 27, 2022	Class A Common Stock	500K		By JDIL	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	The shares are represented by restricted stock units ("RSUs") granted to JDIL in connection with Business Combination and which vest upon the 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, for the five-year period following the closing of the Business Combination.
F3	Reflects shares held by Just Develop It Limited ("JDIL"), a private limited company organized under the laws of England and Wales. JDIL's controlling stockholder is Christopher Phillips and Christopher Phillips is a director of JDIL. Mr. Phillips has voting and dispositive power over the securities held by JDIL , and thus may be deemed to beneficially own the securities held by JDIL, but disclaims such beneficial ownership except to any pecuniary interest therein.
F4	Upon the closing of the Business Combination, JDIL 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).

Remarks:

The Form 4/A amends two lines of the Form 4 filed on February 1, 2022 (the "Original Form 4"), which mistakenly reported that the 500,000 warrants were acquired using transaction code "A", instead of code "P", and which mistakenly indicated that the 725,000 shares of Class A common stock represented by RSUs were granted on January 27, 2022 instead of January 28, 2022.