System1, Inc. — Director's Dealing 2022

Apr 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-04-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-20	Class A Common Stock	J	28650499	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	20447728	Indirect

Footnotes

F1: On April 20, 2022, JDI & AFH Limited ("J&A") distributed all of its 28,650,499 shares to its members on a pro rata basis for no consideration (the "J&A Distribution"). J&A's controlling stockholder is Just Develop It Limited ("JDI"). JDI may be deemed to indirectly beneficially own the securities held by J&A. As a result of the J&A Distribution, JDI's beneficial ownership of 19,508,187 shares held by J&A, representing its pro rata interest in J&A, was changed from indirect to direct beneficial ownership. Christopher Phillips, a director of the Company, is a director of J&A and JDI. JDI's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDI and thus may be deemed to beneficially own the shares held by J&A and JDI, but disclaims such beneficial ownership except to any pecuniary interest therein. As a reslt of the J&A Distribution, J&A is no longer a 10% beneficial owner of Issuer securities.

F2: Includes 19,508,187 distributed to JDI from J&A in connection with the J&A Distribution. See Footnote 1.