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

Role: 10%+ Owner
Signature: /s/ Daniel Weinrot, Attorney-in-Fact for Just Develop It Limited
Stock symbol: SST
Transactions as of: Jan 27, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/7/2022, 07:29 PM
Next filing: Mar 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SST	Class A Common Stock						28.7M	Jan 27, 2022	By J&A	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
holding	SST	Warrants (right to buy)							Jan 27, 2022	Class A Common Stock	500K		Direct	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