Stanley Blend - Jan 27, 2022 Form 3 Insider Report for System1, Inc. (SST)

Role
10%+ Owner
Signature
/s/ Daniel Weinrot, Attorney-in-Fact for Stanley Blend
Stock symbol
SST
Transactions as of
Jan 27, 2022
Transactions value $
$0
Form type
3
Date filed
3/7/2022, 07:31 PM
Next filing
Dec 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SST Class A Common Stock 3.54M Jan 27, 2022 By Lone Star Trust F1, F2
holding SST Class A Common Stock 593K Jan 27, 2022 By Dante Trust F1, F3
holding SST Class A Common Stock 593K Jan 27, 2022 By Nola Trust F1, F4
holding SST Class A Common Stock 45.4K Jan 27, 2022 Direct F1
holding SST Class C Common Stock 7.95M Jan 27, 2022 By Lone Star Trust F2, F5, F6
holding SST Class C Common Stock 251K Jan 27, 2022 By Dante Trust F3, F5, F6
holding SST Class C Common Stock 251K Jan 27, 2022 By Nola Trust F4, F5, F6

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 By Lone Star Trust F2, F7
holding SST Class B Units Jan 27, 2022 Class A Common Stock 7.95M By Lone Star Trust F2, F5, F6
holding SST Class B Units Jan 27, 2022 Class A Common Stock 251K By Dante Trust F3, F5, F6
holding SST Class B Units Jan 27, 2022 Class A Common Stock 251K By Nola Trust F4, F5, F6
* 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 securities held by Lone Star Friends Trust ("Lone Star"). Mr. Blend is the Trustee of Lone Star, with sole voting and dispositive power over the assets of Lone Star (including the securities of the Company).
F3 Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust.
F4 Reflects securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.
F5 In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Commnon Unit in S1 Holdco ("Class B Unit") 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, the Class B Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock) on a one-for-one basis for shares of the Company's Class A common stock, or,
F6 (Continued from Footnote 5) 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 Class B 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 Clss B Unit held by the reporting person as of the closing.
F7 Upon the closing of the Business Combination, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant share. Each whole 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 become exercisable 30 days after the completion of the Business Combination, and 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