System1, Inc. — Director's Dealing 2022

Mar 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-01-28

Reporting Person: Just Develop It Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-28	Class A Common Stock	A	725000	—	Acquired	725000	Direct

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: The shares are represented by restricted stock units ("RSUs") granted to the reporting person in connection with the Business Combination and which vest upon the occurrence of: (a) the first trading day on which the volume weighted average price of the Company's Class A common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or (b) a Change of Control (as defined in the Business Combination Agreement), in which the valuation of the Company's Class A common stock is equal to or in excess of $12.50 per share, for the five-year period following the closing of the Business Combination.

F3: JDIL's controlling stockholder is Christopher Phillips, a director of the Company and Mr. Phillips is a director of JDIL. Mr. Phillips has voting and dispositive power over the securities held by JDIL and may be deemd to beneficially own the shares held by JDIL, but disclaims such beneficial ownership except to any pecuniary interest therein. Mr. Phillips has filed separate Section 16 forms regarding his deemed beneficial ownership of these shares