System1, Inc. — Director's Dealing 2022

May 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-05-10

Reporting Person: MARTIRE FRANK R (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-10	Class A common stock, par value $0.0001 per share	A	32000	—	Acquired	32000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock, par value $0.0001 per share	4450879	Indirect

Footnotes

F1: Represents an award of restricted stock units pursuant to the Issuer's 2022 Incentive Award Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. Pursuant to the terms of the award agreement, 6,400 of the restricted stock units vested on the date of grant, and the remaining aggregate 25,600 restricted stock units will vest ratably on each of July 28, 2022, October 28, 2022, January 28, 2023 and April 28, 2023.

F2: Not applicable.

F3: Directly owned by BGPT Trebia LP. The sole general partner of BGPT is Bridgeport Partners GP LLC ("Bridgeport Partners GP"). Each of the Reporting Person and Frank Martire, III ("Martire III" and together with BGPT, Bridgeport Partners GP and the Reporting Person, the "Parties") is a managing member of Bridgeport Partners GP. Because of the relationships among the Parties, the Parties may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each of the Parties disclaims beneficial ownership of the securities reported herein, except to the extent of such Party's pecuniary interest therein, if any.