System1, Inc. — Director's Dealing 2022

Sep 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-09-07

Reporting Person: Phillips Christopher Stephen (Director, 10% Owner)
Reporting Person: Just Develop It Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-07	Class A Common Stock	S	23842	$11.61	Disposed	19978786	Indirect
2022-09-09	Class A Common Stock	G	10000	—	Disposed	19968786	Indirect
2022-09-09	Class A Common Stock	S	1296200	$10	Disposed	18672586	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were purchased in more than one transaction at prices ranging from $11.50 to $11.71, inclusive. The Reporting Person(s) undertake(s) to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F2: Christopher Phillips, a director of the Company, is a director of Just Develop It Limited ("JDI"). Mr. Phillips is also JDI's controlling stockholder. Mr. Phillips has voting and dispositive power over the securities held by JDI and thus may be deemed to beneficially own the shares held by JDI, but disclaims such beneficial ownership except to any pecuniary interest therein.

F3: Represents shares sold and delivered in a private transaction in accordance with a prior agreement between the parties. Under that agreement, certain terms related to settlement, timing and the delivery of the shares were subject to the satisfaction of certain conditions beyond the control of the parties. In addition, certain additional terms related to the actual delivery of the shares were agreed upon in September 2022, and the shares were delivered on September 9, 2022.