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: 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
2022-04-19	Class A Common Stock	M	500000	$11.50	Acquired	1225000	Indirect
2022-04-19	Class A Common Stock	F	285459	$20.14	Disposed	939541	Indirect

Derivative Transactions

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	28650499	Indirect

Footnotes

F1: On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI 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").

F2: (Continued from Footnote 1) 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. 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 JDI but rather JDI 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.

F3: 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.

F4: JDI & AFH Limited ("J&A") is a private limited company organized under the laws of England and Wales, whose controlling stockholder is JDI. JDI may be deemed to indirectly beneficially own the securities held by J&A. 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.