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System1, Inc. — Director's Dealing 2022
Apr 20, 2022
34424_dirs_2022-04-20_d6496e58-c84c-4d42-91d3-87e2b3de55df.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-04-19
Reporting Person: BGPT Trebia LP (N/A)
Reporting Person: Bridgeport Partners GP LLC (N/A)
Reporting Person: MARTIRE FRANK R (N/A)
Reporting Person: Martire Frank III (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-04-19 | Class A common stock, par value $0.0001 per share | M | 2499167 | $11.5 | Acquired | 5877699 | Direct |
| 2022-04-19 | Class A common stock, par value $0.0001 per share | D | 1426820 | $20.14 | Disposed | 4450879 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-04-19 | Warrants | $11.5 | M | 2499167 | Disposed | 2027-01-27 | Class A common stock, par value $0.0001 (2499167) | Direct |
Footnotes
F1: This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
F2: Directly owned by BGPT.
F3: BGPT exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company.
F4: Represents shares of Class A common stock "withheld" in connection with the cashless exercise.
F5: Not applicable.