Just Develop It Ltd - 28 Jan 2022 Form 4 Insider Report for System1, Inc. (SST)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
07 Mar 2022, 19:30:59 UTC
Prior SEC filing
07 Mar 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
By: /s/ Daniel Weinrot, Attorney-in-Fact for Just Develop It Limited

Key filing fact

Just Develop It Ltd filed Form 4 for System1, Inc. (SST) on 07 Mar 2022.

Key facts

  • This page summarizes Just Develop It Ltd's Form 4 filing for System1, Inc. (SST).
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 07 Mar 2022, 19:30.

Change

  • Previous filing in this sequence was filed on 07 Mar 2022.
  • 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

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SST transaction

Class A Common Stock

Award

Transaction value
Shares
+725,000
Change %
Price
Shares after
725,000
Date
28 Jan 2022
Ownership
Direct
Footnotes
F1, 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

The shares are represented by restricted stock units ("RSUs") granted to the reporting person in connection with the Business Combination and which vest upon the occurrence of: (a) the first trading day on which the volume weighted average price of the Company's Class A common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or (b) a Change of Control (as defined in the Business Combination Agreement), in which the valuation of the Company's Class A common stock is equal to or in excess of $12.50 per share, for the five-year period following the closing of the Business Combination.

Footnote F3

JDIL's controlling stockholder is Christopher Phillips, a director of the Company and Mr. Phillips is a director of JDIL. Mr. Phillips has voting and dispositive power over the securities held by JDIL and may be deemd to beneficially own the shares held by JDIL, 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

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