CEE Holdings Trust - Jun 17, 2024 Form 3 Insider Report for System1, Inc. (SST)

Role: 10%+ Owner
Signature: /s/ Brittany Gale, Senior Trust Officer of Jackson Hole Trust Company, Trustee
Stock symbol: SST
Transactions as of: Jun 17, 2024
Transactions value $: $0
Form type: 3
Date filed: 6/21/2024, 08:59 PM
Next filing: Jun 24, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SST	Class A Common Stock						8.22M	Jun 17, 2024	Direct
holding	SST	Class C Common Stock						3.42M	Jun 17, 2024	Direct	F1

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							Jun 17, 2024	Class A Common Stock	3.42M		Direct	F1
holding	SST	Warrants (right to buy)							Jun 17, 2024	Class A Common Stock	1.41M		Direct	F2

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

Explanation of Responses:

Id	Content
F1	The Class B Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A common stock. The Class B Common Units have no expiration date. One (1) share of Class C Common Stock is issued for each Class B Common Unit outstanding. Upon any redemption of Common Units, one share of Class C common stock is automatically forfeited and cancelled for each Common Unit so redeemed.
F2	Each whole warrant entitles the holder thereof to purchase one share of Class A common stock of at an exercise price of $11.50 per share. The warrants are currently exercisable . The warrants will expire five years after the completion of the Company's Business Combination (which was consummated on January 27, 2022) or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714).

Content

The Class B Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A common stock. The Class B Common Units have no expiration date. One (1) share of Class C Common Stock is issued for each Class B Common Unit outstanding. Upon any redemption of Common Units, one share of Class C common stock is automatically forfeited and cancelled for each Common Unit so redeemed.

Each whole warrant entitles the holder thereof to purchase one share of Class A common stock of at an exercise price of $11.50 per share. The warrants are currently exercisable . The warrants will expire five years after the completion of the Company's Business Combination (which was consummated on January 27, 2022) or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714).