Christopher Stephen Phillips - Apr 20, 2022 Form 4 Insider Report for System1, Inc. (SST)

Role: Director, 10%+ Owner
Signature: /s/ Daniel Weinrot, as Attorney-in-Fact for Christopher Stephen Phillips
Stock symbol: SST
Transactions as of: Apr 20, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/22/2022, 09:36 PM
Previous filing: Apr 21, 2022
Next filing: Aug 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SST	Class A Common Stock	Other	$0	-28.7M	-100%	$0.00^*	0	Apr 20, 2022	By JDI & AFH Limited	F1
holding	SST	Class A Common Stock						20.4M	Apr 20, 2022	By Just Develop It Limited	F1, F2

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

Explanation of Responses:

Id	Content
F1	On April 20, 2022, JDI & AFH Limited ("J&A") distributed all of its 28,650,499 shares to its members on a pro rata basis for no consideration (the "J&A Distribution"). J&A's controlling stockholder is Just Develop It Limited ("JDI"). JDI may be deemed to indirectly beneficially own the securities held by J&A. As a result of the J&A Distribution, JDI's beneficial ownership of 19,508,187 shares held by J&A, representing its pro rata interest in J&A, was changed from indirect to direct beneficial ownership. 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. As a reslt of the J&A Distribution, J&A is no longer a 10% beneficial owner of Issuer securities.
F2	Includes 19,508,187 distributed to JDI from J&A in connection with the J&A Distribution. See Footnote 1.

Content

On April 20, 2022, JDI & AFH Limited ("J&A") distributed all of its 28,650,499 shares to its members on a pro rata basis for no consideration (the "J&A Distribution"). J&A's controlling stockholder is Just Develop It Limited ("JDI"). JDI may be deemed to indirectly beneficially own the securities held by J&A. As a result of the J&A Distribution, JDI's beneficial ownership of 19,508,187 shares held by J&A, representing its pro rata interest in J&A, was changed from indirect to direct beneficial ownership. 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. As a reslt of the J&A Distribution, J&A is no longer a 10% beneficial owner of Issuer securities.

Includes 19,508,187 distributed to JDI from J&A in connection with the J&A Distribution. See Footnote 1.