System1, Inc. — Director's Dealing 2023

Dec 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: System1, Inc. (SST)
CIK: 0001805833
Period of Report: 2023-11-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-22	Class C Common Stock	J	1000000	—	Disposed	6975103	Indirect
2023-11-22	Class C Common Stock	J	500000	—	Acquired	751379	Indirect
2023-11-22	Class C Common Stock	J	500000	—	Acquired	751379	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (751379)	751379	Indirect
Class B Units	$		Class A Common Stock (751379)	751379	Indirect
Class B Units	$		Class A Common Stock (6975103)	6975103	Indirect

Footnotes

F1: The Lone Star Friends Trust made a deemed distribution of 1,000,000 shares of Class C common stock (and 1,000,000 corresponding Class B Units of S1 Holdco LLC) to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 500,000 shares of Class C common stock (and 500,000 corresponding Class B Units of S1 Holdco, LLC) to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust (which are trusts established for the benefit of the beneficiaries children). The Reporting Person is the Trustee of each of the Lone Star Friends Trust, the Dante Jacob Blend Trust and the Nola Delfina Blend Trust.

F2: Includes 1,533 shares received in connection with pro-rata distributions from OpenMail2, LLC to its members, for no consideration and in an exempt transaction under Rule 16a-9, since the Reporting Person's last reportable transaction filed on Form 4.

F3: Reflects securities held by the 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.

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

F5: Represents securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.

F6: Pursuant to the Seventh 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, 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.