System1, Inc. — Director's Dealing 2022

Mar 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-03-17

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
2022-03-17	Class A common stock, par value $0.0001 per share	C	616250	—	Acquired	3378532	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-17	Class D common stock, par value $0.0001 per share	$	C	616250	Disposed		Class A common stock, par value $0.0001 (616250)	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: Under the Issuer's Certificate of Incorporation, the Class D common stock (i) was automatically convertible into Class A common stock on a one-for-one basis if the volume-weighted average price of Class A common stock equaled or exceeded $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or there was a "change in control" where the valuation of Class A common stock equaled or exceeded $12.50 per share (the "Class D Conversion Event") and (ii) was to be automatically forfeited to the Issuer for no consideration if a Class D Conversion Event did not occur prior to January 27, 2027. The Class D Conversion Event occurred on March 17, 2022, upon which 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock.