Charles Ursini - Jul 1, 2024 Form 4 Insider Report for System1, Inc. (SST)

Signature
/s/ Daniel Weinrot, Attorney-in-Fact for Charles Ursini
Stock symbol
SST
Transactions as of
Jul 1, 2024
Transactions value $
$0
Form type
4
Date filed
7/3/2024, 09:07 PM
Previous filing
Apr 19, 2024

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 Stock Appreciation Rights Award $0 +2.5M $0.00 2.5M Jul 1, 2024 Class A Common Stock 2.5M $1.44 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These stock appreciation rights (these "SARs") were granted to the Reporting Person pursuant to the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and a corresponding Stock Appreciation Rights Grant Notice and Award Agreement between System1, Inc. (the "Issuer") and the Reporting Person. The SARs reported on this Form 4 represent the right to receive (at the Issuer's discretion), upon exercise of the SARs by the Reporting Person, a payment in either (x) Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") or (y) cash, in the amount equal to the number of shares of Class A Common Stock underlying the number of SARs being exercised multiplied by the excess of the fair market value of one share of Class A Common Stock on (i) the date the SARs are exercised, and (ii) $1.44, the Issuer's closing price on July 1, 2024 (the date the SARs were granted, the "Grant Date").
F2 These Stock Appreciation Rights ("SARs") were granted to the Reporting Person on July 1, 2024 under the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and vest (i) 25% upon the Issuer first achieving trailing twelve month Adjusted EBITDA ("TTM Adjusted EBITDA") of $50.0 million after the date of grant, (ii) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $60.0 million after the date of grant, (iii) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $70.0 million after the date of grant and (iv) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $80.0 million after the date of grant, in each case, subject to the terms of the Plan and an award agreement entered into between the Reporting Person and the Issuer pursuant to the Plan.