Stanley Blend - Nov 22, 2023 Form 4 Insider Report for System1, Inc. (SST)

Role: 10%+ Owner
Signature: /s/ Daniel Weinrot, Attorney--in-Fact for Stanley Blend
Stock symbol: SST
Transactions as of: Nov 22, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/18/2023, 07:18 PM
Previous filing: Mar 7, 2022
Next filing: Mar 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SST	Class C Common Stock	Other	$0	-1M	-12.54%	$0.00	6.98M	Nov 22, 2023	Trust (Lone Star Friends Trust)	F1, F2, F3
transaction	SST	Class C Common Stock	Other	$0	+500K	+198.9%	$0.00	751K	Nov 22, 2023	Trust (The Dante Jacob Blend Trust)	F1, F4
transaction	SST	Class C Common Stock	Other	$0	+500K	+198.9%	$0.00	751K	Nov 22, 2023	Trust (The Nola Delfina Blend Trust)	F1, F5

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
holding	SST	Class B Units						751K	Nov 22, 2023	Class A Common Stock	751K		Trust (The Dante Jacob Blend Trust)	F6
holding	SST	Class B Units						751K	Nov 22, 2023	Class A Common Stock	751K		Trust (The Nola Delfina Blend Trust)	F6
holding	SST	Class B Units						6.98M	Nov 22, 2023	Class A Common Stock	6.98M		Trust (Lone Star Friends Trust)	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Lone Star Friends Trust made a deemed distribution of 1,000,000 shares of Class C common stock (and 1,000,000 corresponding Class B Units of S1 Holdco LLC) to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 500,000 shares of Class C common stock (and 500,000 corresponding Class B Units of S1 Holdco, LLC) to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust (which are trusts established for the benefit of the beneficiaries children). The Reporting Person is the Trustee of each of the Lone Star Friends Trust, the Dante Jacob Blend Trust and the Nola Delfina Blend Trust.
F2	Includes 1,533 shares received in connection with pro-rata distributions from OpenMail2, LLC to its members, for no consideration and in an exempt transaction under Rule 16a-9, since the Reporting Person's last reportable transaction filed on Form 4.
F3	Reflects securities held by the Lone Star Friends Trust ("Lone Star"). Mr. Blend is the Trustee of Lone Star, with sole voting and dispositive power over the assets of Lone Star.
F4	Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust.
F5	Represents securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.
F6	Pursuant to the Seventh Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, the Class B Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock) on a one-for-one basis for shares of the Company's Class A common stock, or, at the election of the Company, cash equal to the volume weighted average market price of a share of Class A Common Stock at the time of such redemption.