BGPT Trebia LP - Apr 19, 2022 Form 4 Insider Report for System1, Inc. (SST)

Role
Director, 10%+ Owner
Signature
See Exhibit 99.1
Stock symbol
SST
Transactions as of
Apr 19, 2022
Transactions value $
$4,266
Form type
4
Date filed
4/20/2022, 05:36 PM
Previous 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 Options Exercise $28.7M +2.5M +73.97% $11.50 5.88M Apr 19, 2022 Direct F1, F2, F3
transaction SST Class A common stock, par value $0.0001 per share Disposed to Issuer -$28.7M -1.43M -24.28% $20.14 4.45M Apr 19, 2022 Direct F1, F2, F3, 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 Options Exercise -2.5M -100% 0 Apr 19, 2022 Class A common stock, par value $0.0001 2.5M $11.50 Direct F1, F2, F3, F5
* 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 exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company.
F4 Represents shares of Class A common stock "withheld" in connection with the cashless exercise.
F5 Not applicable.

Remarks:

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