BGPT Trebia LP - Mar 17, 2022 Form 4 Insider Report for System1, Inc. (SST)

Role
Director, 10%+ Owner
Signature
See Exhibit 99.1
Stock symbol
SST
Transactions as of
Mar 17, 2022
Transactions value $
$0
Form type
4
Date filed
3/21/2022, 08:19 PM
Previous filing
Jan 28, 2022
Next filing
Apr 20, 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 Conversion of derivative security +616K +22.31% 3.38M Mar 17, 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 Class D common stock, par value $0.0001 per share Conversion of derivative security -616K -100% 0 Mar 17, 2022 Class A common stock, par value $0.0001 616K Direct F1, F2, F3
* 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 Under the Issuer's Certificate of Incorporation, the Class D common stock (i) was automatically convertible into Class A common stock on a one-for-one basis if the volume-weighted average price of Class A common stock equaled or exceeded $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or there was a "change in control" where the valuation of Class A common stock equaled or exceeded $12.50 per share (the "Class D Conversion Event") and (ii) was to be automatically forfeited to the Issuer for no consideration if a Class D Conversion Event did not occur prior to January 27, 2027. The Class D Conversion Event occurred on March 17, 2022, upon which 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock.

Remarks:

Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated by reference herein.