Key facts
- This page summarizes Christopher Stephen Phillips's Form 4 filing for System1, Inc. (SST).
- 3 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 21 Apr 2022, 21:45.
Christopher Stephen Phillips - 19 Apr 2022 Form 4 Insider Report for System1, Inc. (SST)
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- SST
- Reported as of
- 19 Apr 2022
- Net transaction value
- +$856
- SEC form
- 4
- Accepted by SEC
- 21 Apr 2022, 21:45:55 UTC
- Prior SEC filing
- 07 Mar 2022
- Next SEC filing
- 22 Apr 2022
- Source filing
- View source filing
- Reporting owner signature
- By: /s/ Daniel Weinrot, Attorney-in-Fact for Christopher Stephen Phillips
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Christopher Stephen Phillips filed Form 4 for System1, Inc. (SST) on 21 Apr 2022.
Change
- Previous filing in this sequence was filed on 07 Mar 2022.
- Current net transaction value: +$856.
Research use
- 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.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
SST
transaction
Class A Common Stock
Options Exercise
- Transaction value
- $5,750,000
- Shares
- +500,000
- Change %
- +69%
- Price
- $11.50*
- Shares after
- 1,225,000
- Date
- 19 Apr 2022
- Ownership
- By Just Develop It Limited
- Footnotes
- F1, F2
SST
transaction
Class A Common Stock
Tax liability
- Transaction value
- $5,749,144
- Shares
- -285,459
- Change %
- -23%
- Price
- $20.14*
- Shares after
- 939,541
- Date
- 19 Apr 2022
- Ownership
- By Just Develop It Limited
- Footnotes
- F1, F2, F3, F4
SST
holding
Class A Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 28,650,499
- Date
- 19 Apr 2022
- Ownership
- By JDI & AFH Limited
- Footnotes
- F4
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
SST
transaction
Derivative
Warrants (Right to buy)
Options Exercise
- Transaction value
- Shares
- -500,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 19 Apr 2022
- Ownership
- By Just Develop It Limited
- Underlying class
- Class A common stock, par value $0.0001 per share
- Underlying amount
- 500,000
- Exercise price
- $11.50
- Footnotes
- F1, F2
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 4 footnotes
Footnote F1
On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent").
Footnote F2
(Continued from Footnote 1) 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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by JDI but rather JDI forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise.
Footnote F3
Represents shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent.
Footnote F4
JDI & AFH Limited ("J&A") is a private limited company organized under the laws of England and Wales, whose controlling stockholder is JDI. JDI 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 JDI. JDI's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDI and thus may be deemed to beneficially own the shares held by J&A and JDI, but disclaims such beneficial ownership except to any pecuniary interest therein.