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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	28650499	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (right to buy)	$		Class A Common Stock (500000)		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: JDI & AFH Limited ("J&A") is a private limited company organized under the laws of England and Wales, whose controlling stockholder is Just Develop It Limited ("JDIL"), a private limited company organized under the laws of England and Wales. JDIL 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 JDIL. JDIL's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDIL and thus may be deemed to beneficially own the shares held by J&A and JDIL, Phillips 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.

F3: Upon the closing of the Business Combination, JDIL acquired the warrants from BGPT Trebia, LP at a price of $1.50 per warrant share . Each whole warrant ("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 will become exercisable 30 days after the completion of the Business Combination, and will 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).