System1, Inc. — Director's Dealing 2022

Apr 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-04-19

Reporting Person: Lone Star Friends Trust (10% Owner)
Reporting Person: Blend Stanley (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-13	Class A Common Stock	G	1000000	$0.00	Disposed	2537147	Direct
2022-04-19	Class A Common Stock	X	500000	$11.50	Acquired	3037147	Direct
2022-04-19	Class A Common Stock	S	285459	$20.14	Disposed	2751688	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-19	Warrants (Right to buy)	$11.50	X	500000	Disposed	2027-01-27	Class A common stock, par value $0.0001 per share (500000)	Direct

Footnotes

F1: On April 13, 2022, Lone Star Friends Trust ("Lone Star") made a charitable contribution of 1,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company") to the Blend Family Foundation, a charitable foundation of which Stanley Blend is a director

F2: On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc.

F3: (continued from footnote 2) ("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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by Lone Star but rather Lone Star forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise.

F4: Represents shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent.