Christopher Stephen Phillips - 07 Sep 2022 Form 4 Insider Report for System1, Inc. (SST)

Signature
/s/ Daniel Weinrot, as Attorney-in-Fact for Christopher Stephen Phillips
Issuer symbol
SST
Transactions as of
07 Sep 2022
Net transactions value
-$13,238,806
Form type
4
Filing time
09 Sep 2022, 20:35:16 UTC
Previous filing
02 Sep 2022
Next filing
03 Aug 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SST Class A Common Stock Sale $276,806 -23,842 -0.12% $11.61* 19,978,786 07 Sep 2022 By Just Develop It Ltd F1, F2
transaction SST Class A Common Stock Gift $0 -10,000 -0.05% $0.000000 19,968,786 09 Sep 2022 By Just Develop It Ltd F2
transaction SST Class A Common Stock Sale $12,962,000 -1,296,200 -6.5% $10.00 18,672,586 09 Sep 2022 By Just Develop It Ltd F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. The shares were purchased in more than one transaction at prices ranging from $11.50 to $11.71, inclusive. The Reporting Person(s) undertake(s) to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
F2 Christopher Phillips, a director of the Company, is a director of Just Develop It Limited ("JDI"). Mr. Phillips is also JDI's controlling stockholder. Mr. Phillips has voting and dispositive power over the securities held by JDI and thus may be deemed to beneficially own the shares held by JDI, but disclaims such beneficial ownership except to any pecuniary interest therein.
F3 Represents shares sold and delivered in a private transaction in accordance with a prior agreement between the parties. Under that agreement, certain terms related to settlement, timing and the delivery of the shares were subject to the satisfaction of certain conditions beyond the control of the parties. In addition, certain additional terms related to the actual delivery of the shares were agreed upon in September 2022, and the shares were delivered on September 9, 2022.