Just Develop It Ltd - 27 Jan 2022 Form 3 Insider Report for System1, Inc. (SST)

Role: 10%+ Owner
Signature: /s/ Daniel Weinrot, Attorney-in-Fact for Just Develop It Limited
Issuer symbol: SST
Transactions as of: 27 Jan 2022
Net transactions value: $0
Form type: 3
Filing time: 07 Mar 2022, 19:29:10 UTC
Next filing: 07 Mar 2022
SEC: View on sec.gov

Quoteable Key Fact

"Just Develop It Ltd filed Form 3 for System1, Inc. (SST) on 07 Mar 2022."

Quick Takeaways

This page summarizes Just Develop It Ltd's Form 3 filing for System1, Inc. (SST).
0 reported transactions and 1 derivative row are listed below.
Filing timestamp: 07 Mar 2022, 19:29.

What Changed

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: $0.

Why This Matters

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Source Evidence

Official SEC Source

Ownership activity is grounded in SEC Form 3 disclosures.

See Original Filing

Transactions Table

SST holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 28,650,499
Date: 27 Jan 2022
Ownership: By J&A
Footnotes: F1, F2

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

SST holding Derivative

Warrants (right to buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date: 27 Jan 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 500,000
Exercise price
Footnotes: F2, 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	JDI & AFH Limited ("J&A") is a private limited company organized under the laws of England and Wales, whose controlling stockholder is Just Develop It Limited ("JDIL"), a private limited company organized under the laws of England and Wales. JDIL may be deemed to indirectly beneficially own the securities held by J&A. Christopher Phillips, a director of the Company, is a director of J&A and JDIL. JDIL's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDIL and thus may be deemed to beneficially own the shares held by J&A and JDIL, Phillips but disclaims such beneficial ownership except to any pecuniary interest therein. Mr. Phillips has filed separate Section 16 forms regarding his deemed beneficial ownership of these shares.
F3	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:

Exhibit 24 - Power of Attorney