L. Michael Blend - 01 Jul 2024 Form 4 Insider Report for System1, Inc. (SST)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
03 Jul 2024, 21:06:24 UTC
Prior SEC filing
21 Jun 2024
Next SEC filing
14 Aug 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Daniel Weinrot, Attorney-in-Fact for Michael Blend

Key filing fact

L. Michael Blend filed Form 4 for System1, Inc. (SST) on 03 Jul 2024.

Key facts

  • This page summarizes L. Michael Blend's Form 4 filing for System1, Inc. (SST).
  • 1 reported transaction and 1 derivative row are listed below.
  • Accepted by SEC: 03 Jul 2024, 21:06.

Change

  • Previous filing in this sequence was filed on 21 Jun 2024.
  • 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 derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SST transaction Derivative

Stock Appreciation Rights

Award

Transaction value
$0
Shares
+2,500,000
Change %
Price
$0.000000
Shares after
2,500,000
Date
01 Jul 2024
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
2,500,000
Exercise price
$1.44
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 2 footnotes

Footnote F1

These stock appreciation rights (these "SARs") were granted to the Reporting Person pursuant to the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and a corresponding Stock Appreciation Rights Grant Notice and Award Agreement between System1, Inc. (the "Issuer") and the Reporting Person. The SARs reported on this Form 4 represent the right to receive (at the Issuer's discretion), upon exercise of the SARs by the Reporting Person, a payment in either (x) Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") or (y) cash, in the amount equal to the number of shares of Class A Common Stock underlying the number of SARs being exercised multiplied by the excess of the fair market value of one share of Class A Common Stock on (i) the date the SARs are exercised, and (ii) $1.44, the Issuer's closing price on July 1, 2024 (the date the SARs were granted, the "Grant Date").

Footnote F2

These Stock Appreciation Rights ("SARs") were granted to the Reporting Person on July 1, 2024 under the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and vest (i) 25% upon the Issuer first achieving trailing twelve month Adjusted EBITDA ("TTM Adjusted EBITDA") of $50.0 million after the date of grant, (ii) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $60.0 million after the date of grant, (iii) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $70.0 million after the date of grant and (iv) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $80.0 million after the date of grant, in each case, subject to the terms of the Plan and an award agreement entered into between the Reporting Person and the Issuer pursuant to the Plan.

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