William P. Foley II - May 10, 2022 Form 4 Insider Report for System1, Inc. (SST)

Signature
/s/ Daniel Weinrot, Attorney-in-Fact for William P. Foley, II
Stock symbol
SST
Transactions as of
May 10, 2022
Transactions value $
$0
Form type
4
Date filed
5/12/2022, 09:46 PM
Previous filing
Apr 4, 2022
Next filing
Jul 5, 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 Award +24K 24K May 10, 2022 Direct F1, F2
holding SST Class A common stock, par value $0.0001 per share 6.6M May 10, 2022 See Note F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents an award of restricted stock units pursuant to the Issuer's 2022 Incentive Award Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. Pursuant to the terms of the award agreement, 4,800 of the restricted stock units vested on the date of grant, and the remaining aggregate 19,200 restricted stock units will vest ratably on each of July 28, 2022, October 28, 2022, January 28, 2023 and April 28, 2023.
F2 Not applicable.
F3 Directly owned by Trasimene Trebia, LP ("Trasimene"). The Reporting Person is the sole member of Trasimene Trebia, LLC ("Trasimene Trebia" and together with Trasimene and the Reporting Person, the "Parties"), which is the sole general partner of Trasimene. Because of the relationships among the Parties, the Parties may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each of the Parties disclaims beneficial ownership of the securities reported herein, except to the extent of such Party's pecuniary interest therein, if any.

Remarks:

Exhibit 24.1 (Power of Attorney) is hereby incorporated by reference herein.