BGPT Trebia LP - Jan 26, 2022 Form 4 Insider Report for System1, Inc. (SST)

Role: Director, 10%+ Owner
Signature: See Exhibit 99.1
Stock symbol: SST
Transactions as of: Jan 26, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/28/2022, 06:13 PM
Next filing: Mar 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SST	Class A common stock, par value $0.0001 per share	Disposed to Issuer	$0	-616K	-12.71%	$0.00	4.23M	Jan 26, 2022	Direct	F1, F2, F3
transaction	SST	Class A common stock, par value $0.0001 per share	Disposed to Issuer	$0	-1.47M	-34.76%	$0.00	2.76M	Jan 27, 2022	Direct	F1, F2, F3

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	Award		+2.5M			2.5M	Jan 27, 2022	Class A common stock, par value $0.0001	2.5M	$11.50	Direct	F1, F2, F5
holding	SST	Class D common stock, par value $0.0001 per share						616K	Jan 26, 2022	Class A common stock, par value $0.0001	616K		Direct	F1, F2, F4

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

Explanation of Responses:

Id	Content
F1	This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
F2	Directly owned by BGPT.
F3	BGPT forfeited the shares of Class A common stock to the Issuer for no consideration pursuant to the Business Combination Agreement, dated June 28, 2021, by and among Trebia Acquisition Corp. ("Trebia"), S1 Holdco, LLC, Inc., System1 SS Protect Holdings, Inc., and the other parties thereto, as amended (the "Business Combination Agreement"), and the Amended and Restated Sponsor Agreement, dated January 10, 2022, by and among BGPT, Trasimene Trebia LP, and the other parties thereto (the "A&R Sponsor Agreement").
F4	See Remarks below. Under the Issuer's Certificate of Incorporation, the Class D common stock: is non-voting and does not confer economic rights other than the accrual of certain dividends; automatically converts into Class A common stock on a one-for-one basis if, during the period beginning on the closing of the transactions contemplated by the Business Combination Agreement (the "Closing") and ending on the fifth anniversary of the Closing, either the volume-weighted average price of Class A common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or there is a "change in control" where the valuation of Class A common stock equals or exceeds $12.50 per share ("Class D Conversion Event"); and is automatically forfeited to the Issuer for no consideration if a Class D Conversion Event has not occurred prior to the fifth anniversary of the Closing. The Closing occurred on January 27, 2022.
F5	In connection with the completion of Trebia's June 2020 initial public offering, BGPT purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.

Remarks:

In accordance with the Business Combination Agreement, Trebia, a Cayman Islands exempted company, domesticated as a Delaware corporation (the "Domestication") and changed its name to "System1, Inc." Pursuant to the Domestication, the 5,466,563 Class B ordinary shares of Trebia, par value $0.0001 per share, directly owned by BGPT, converted automatically, on a one-for-one basis, into 4,850,313 shares of Class A common stock and 616,250 shares of Class D common stock. Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated by reference herein.