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

Role: Director, 10%+ Owner
Signature: /s/ See Exhibit 99.1
Issuer symbol: SST
Transactions as of: 17 Mar 2022
Net transactions value: $0
Form type: 4
Filing time: 21 Mar 2022, 20:21:13 UTC
Previous filing: 28 Jan 2022
Next filing: 20 Apr 2022
SEC: View on sec.gov

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		+833,750	+22%		4,570,955	17 Mar 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		-833,750	-100%		0	17 Mar 2022	Class A common stock, par value $0.0001	833,750		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: Trasimene Trebia, LP ("Trasimene"), Trasimene Trebia, LLC ("Trasimene Trebia"), and William P. Foley, II (collectively, the "Reporting Persons"). William P. Foley, II is the sole member of Trasimene Trebia, which is the sole general partner of Trasimene. 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 Trasimene.
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 833,750 shares of Class D common stock directly held by Trasimene automatically converted into 833,750 shares of Class A common stock.

Remarks:

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