SEC Form 4: Weinrot Daniel J was granted 38,464 shares and was granted 59,642 units of Class C Common Stock
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 01/27/2022 | A | 38,464 | A | (1) | 38,464 | D | |||
Class C Common Stock(2) | 01/27/2022 | A | 59,642 | A | (1) | 59,642 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Units(3) | (4) | 01/27/2022 | A | 59,642 | (4) | (4) | Class A Common Stock | 59,642 | (1) | 59,642 | D |
Explanation of Responses: |
1. 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). |
2. In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B common unit ("Common Unit") in S1 Holdco, LLC held by the reporting person. Pursuant to the Fifth Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, LLC, the shares of Class C common stock are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A Common Stock, or cash, at the Issuer's election. |
3. Represents Common Units, which 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 Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Company in connection with the Business Combination. One share of Class C Common Stock was issued for each Common Unit. See Footnote (2). |
4. The 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 Common Units have no expiration date. Upon any redemption of Common Units, one share of Class C common stock is automatically forfeited and cancelled for each Common Unit so redeemed. |
Remarks: |
By: /s/ Daniel Weinrot | 01/31/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |