System1, Inc. — Director's Dealing 2022

Jan 28, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2022-01-26

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
2022-01-26	Class A common stock, par value $0.0001 per share	D	616250	—	Disposed	4234063	Direct
2022-01-27	Class A common stock, par value $0.0001 per share	D	1471781	—	Disposed	2762282	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-27	Warrants	$11.5	A	2499167	Acquired	2027-01-27	Class A common stock, par value $0.0001 (2499167)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class D common stock, par value $0.0001 per share	$		Class A common stock, par value $0.0001 (616250)	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: BGPT forfeited the shares of Class A common stock to the Issuer for no consideration pursuant to the Business Combination Agreement, dated June 28, 2021, by and among Trebia Acquisition Corp. ("Trebia"), S1 Holdco, LLC, Inc., System1 SS Protect Holdings, Inc., and the other parties thereto, as amended (the "Business Combination Agreement"), and the Amended and Restated Sponsor Agreement, dated January 10, 2022, by and among BGPT, Trasimene Trebia LP, and the other parties thereto (the "A&R Sponsor Agreement").

F4: See Remarks below. Under the Issuer's Certificate of Incorporation, the Class D common stock: is non-voting and does not confer economic rights other than the accrual of certain dividends; automatically converts into Class A common stock on a one-for-one basis if, during the period beginning on the closing of the transactions contemplated by the Business Combination Agreement (the "Closing") and ending on the fifth anniversary of the Closing, either the volume-weighted average price of 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 there is a "change in control" where the valuation of Class A common stock equals or exceeds $12.50 per share ("Class D Conversion Event"); and is automatically forfeited to the Issuer for no consideration if a Class D Conversion Event has not occurred prior to the fifth anniversary of the Closing. The Closing occurred on January 27, 2022.

F5: In connection with the completion of Trebia's June 2020 initial public offering, BGPT purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.