Lone Star Friends Trust - Apr 19, 2022 Form 4 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: Apr 19, 2022
Transactions value $: $856
Form type: 4
Date filed: 4/21/2022, 09:47 PM
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	Gift	$0	-1M	-28.27%	$0.00	2.54M	Apr 13, 2022	Direct	F1
transaction	SST	Class A Common Stock	Exercise of in-the-money or at-the-money derivative security	$5.75M	+500K	+19.71%	$11.50^*	3.04M	Apr 19, 2022	Direct	F2, F3
transaction	SST	Class A Common Stock	Sale	-$5.75M	-285K	-9.4%	$20.14^*	2.75M	Apr 19, 2022	Direct	F4

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
transaction	SST	Warrants (Right to buy)	Exercise of in-the-money or at-the-money derivative security		-500K	-100%		0	Apr 19, 2022	Class A common stock, par value $0.0001 per share	500K	$11.50	Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 13, 2022, Lone Star Friends Trust ("Lone Star") made a charitable contribution of 1,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company") to the Blend Family Foundation, a charitable foundation of which Stanley Blend is a director
F2	On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star 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"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc.
F3	(continued from footnote 2) ("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 Lone Star but rather Lone Star 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.
F4	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.