Key facts
- This page summarizes Just Develop It Ltd's Form 3 filing for System1, Inc. (SST).
- 0 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 07 Mar 2022, 19:29.
Just Develop It Ltd - 27 Jan 2022 Form 3 Insider Report for System1, Inc. (SST)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- SST
- Reported as of
- 27 Jan 2022
- Net transaction value
- $0
- SEC form
- 3
- Accepted by SEC
- 07 Mar 2022, 19:29:10 UTC
- Next SEC filing
- 07 Mar 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Daniel Weinrot, Attorney-in-Fact for Just Develop It Limited
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Just Develop It Ltd filed Form 3 for System1, Inc. (SST) on 07 Mar 2022.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
SST
holding
Class A Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 28,650,499
- Date
- 27 Jan 2022
- Ownership
- By J&A
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
SST
holding
Derivative
Warrants (right to buy)
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 27 Jan 2022
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 500,000
- Exercise price
- Footnotes
- F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 3 footnotes
Footnote F1
Received in connection with the business combination (the "Business Combination") among System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company"), S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("Merger Sub I"), Orchid Merger Sub II, LLC ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"), System1 SS Protect Holdings, Inc. ("Protected") and the other parties signatory to that certain Business Combination Agreement, dated as of June 28, 2021 (as amended on November 30, 2021, January 10, 2022 and January 25, 2022).
Footnote F2
JDI & AFH Limited ("J&A") is a private limited company organized under the laws of England and Wales, whose controlling stockholder is Just Develop It Limited ("JDIL"), a private limited company organized under the laws of England and Wales. JDIL may be deemed to indirectly beneficially own the securities held by J&A. Christopher Phillips, a director of the Company, is a director of J&A and JDIL. JDIL's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDIL and thus may be deemed to beneficially own the shares held by J&A and JDIL, Phillips but disclaims such beneficial ownership except to any pecuniary interest therein. Mr. Phillips has filed separate Section 16 forms regarding his deemed beneficial ownership of these shares.
Footnote F3
Upon the closing of the Business Combination, JDIL acquired the warrants from BGPT Trebia, LP at a price of $1.50 per warrant share . Each whole warrant ("Warrant") entitles the holder thereof to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable 30 days after the completion of the Business Combination, and will expire five (5) years after the completion of the Business Combination 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).
SEC remarks
Exhibit 24 - Power of Attorney