System1, Inc. — Director's Dealing 2022

Jan 31, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Weinrot Daniel J (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-27	Class A Common Stock	A	38464	—	Acquired	38464	Direct
2022-01-27	Class C Common Stock	A	59642	—	Acquired	59642	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-27	Common Units	$	A	59642	Acquired		Class A Common Stock (59642)	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: In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B common unit ("Common Unit") in S1 Holdco, LLC held by the reporting person. Pursuant to the Fifth Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, LLC, the shares of Class C common stock are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A Common Stock, or cash, at the Issuer's election.

F3: Represents Common Units, which are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A Common Stock. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Company in connection with the Business Combination. One share of Class C Common Stock was issued for each Common Unit. See Footnote (2).

F4: The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class C common stock is automatically forfeited and cancelled for each Common Unit so redeemed.