System1, Inc. — Director's Dealing 2022

Mar 7, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-01-27

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3537147	Indirect
Class A Common Stock	592514	Indirect
Class A Common Stock	592514	Indirect
Class A Common Stock	45367	Direct
Class C Common Stock	7945580	Indirect
Class C Common Stock	251379	Indirect
Class C Common Stock	251379	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (right to buy)	$		Class A Common Stock (500000)		Indirect
Class B Units	$		Class A Common Stock (7945580)		Indirect
Class B Units	$		Class A Common Stock (251379)		Indirect
Class B Units	$		Class A Common Stock (251379)		Indirect

Footnotes

F1: Received in connection with the business combination (the "Business Combination") among System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company"), S1 Holdco, LLC ("S1 Holdco"), 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. ("Protected") 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).

F2: Reflects securities held by Lone Star Friends Trust ("Lone Star"). Mr. Blend is the Trustee of Lone Star, with sole voting and dispositive power over the assets of Lone Star (including the securities of the Company).

F3: Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust.

F4: Reflects securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.

F5: In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Commnon Unit in S1 Holdco ("Class B Unit") held by the reporting person as of the closing of the Business Combination. Pursuant to the Fifth Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, the Class B Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock) on a one-for-one basis for shares of the Company's Class A common stock, or,

F6: (Continued from Footnote 5) at the election of the Company, cash equal to the volume weighted average market price of a share of Class A Common Stock at the time of such redemption. The Class B Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Company in connection with the Business Combination. Upon the closing of the Business Combination, the reporting person was issued one share of Class C Common Stock for each Clss B Unit held by the reporting person as of the closing.

F7: Upon the closing of the Business Combination, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant share. Each whole warrant entitles the holder thereof to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. The warrants become exercisable 30 days after the completion of the Business Combination, and expire five (5) years after the completion of the Business Combination or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714).