Michael Blend - Jan 27, 2022 Form 4/A - Amendment Insider Report for System1, Inc. (SST)

Role
CEO & Chairman, Director
Signature
By: /s/ Daniel Weinrot, Attorney-in-Fact for Michael Blend
Stock symbol
SST
Transactions as of
Jan 27, 2022
Transactions value $
$0
Form type
4/A - Amendment
Date filed
3/7/2022, 07:28 PM
Date Of Original Report
Feb 1, 2022
Next filing
Apr 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SST Class A Common Stock Award +3.09M 3.09M Jan 27, 2022 By LLC F1, F2
transaction SST Class A Common Stock Award +725K 725K Jan 28, 2022 Direct F3
* 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 Reflects 3,086,790 shares held by Lone Investment Holdings, LLC ("LIH"). Mr. Blend is the manager of LIH, and may be deemed to have voting and dispositive power over the shares held by LIH. Mr. Blend disclaims beneficial ownership in the shares held by LIH except to the extent of his pecuniary interest therein.
F3 The shares are represented by restricted stock units ("RSUs") granted to the reporting person in connection with 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.

Remarks:

This Form 4/A restates in its entirety the Form 4 filed on February 1, 2022, (the "Original Form 4"),which mistakenly reported that the reporting person beneficially owned (i) 3,537,147 shares of Class A common stock, 7,945,580 shares of Class C common stock (and an equal number of associated Class B Common Units) and 500,000 warrants to purchase Class A common stock held by Lone Star Friends Trust, (ii) 592,514 shares of Class A common stock and 251,379 shares of Class C common stock (and an equal number of associated Class B Common Units) held by the Dante Jacob Blend Trust and (iii) 592,514 shares of Class A common stock and 251,379 shares of Class C common stock (and an equal number of associated Class B Common Units) held by the Nola Delfina Blend Trust. The Original Form 4 also (i) excluded the reporting person's indirect beneficial ownership in 3,086,790 shares of Class A common stock held by LIH, over which shares the reporting person has voting and dispositive power, and (ii) mistakenly indicated that the 725,000 shares of Class A common stock represented by RSUs were granted on January 27, 2022 in the form of indirect beneficial ownership instead of January 28, 2022 in the form of direct beneficial ownership.