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System1, Inc. — Major Shareholding Notification 2021
Feb 16, 2021
34424_mrq_2021-02-16_bdf13e2f-b138-4005-ab0b-48663cb1a8a2.zip
Major Shareholding Notification
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SC 13G 1 brhc10020432_sc13g.htm SC 13G Licensed to: Broadridge Financial Solutions, Inc. Document created using EDGARfilings PROfile 7.3.2.0 Copyright 1995 - 2021 Broadridge
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Trebia Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares , par value $0.0001 per share
(Titles of Class of Securities)
G9027T109
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-l(b)
☐ Rule 13d-l(c)
☒ Rule 13d-l(d)
- The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Trasimene Trebia, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
| 0 | ||
| 6 | SHARED VOTING POWER | |
| 7,395,937(1) | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 7,395,937(1) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,395,937(1) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 12.5%(2) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| PN |
(1) Consists of 7,395,937 Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), of Trebia Acquisition Corp (the “Issuer”) acquirable upon conversion of 7,395,937 Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares”) of the Issuer.
(2) Based on 59,145,937 Class A Ordinary Shares outstanding, which is the sum of (i) 51,750,000 Class A Ordinary Shares outstanding as of November 12, 2020, as reported by the Issuer in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) for the period ended September 30, 2020, and (ii) 7,395,937 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares reported herein.
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Trasimene Trebia, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
| 0 | ||
| 6 | SHARED VOTING POWER | |
| 7,395,937(1) | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 7,395,937(1) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,395,937(1) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 12.5%(2) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
(1) Represents securities directly owned by Trasimene Trebia, LP.
(2) Based on 59,145,937 Class A Ordinary Shares outstanding, which is the sum of (i) 51,750,000 Class A Ordinary Shares outstanding as of November 12, 2020, as reported by the Issuer in the Quarterly Report on Form 10-Q filed with the SEC for the period ended September 30, 2020, and (ii) 7,395,937 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares reported herein.
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| William P. Foley, II | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a)☐ | ||
| (b)☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
| 0 | ||
| 6 | SHARED VOTING POWER | |
| 7,395,937(1) | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 7,395,937(1) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,395,937(1) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 12.5%(2) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
(1) Represents securities directly owned by Trasimene Trebia, LP
(2) Based on 59,145,937 Class A Ordinary Shares outstanding, which is the sum of (i) 51,750,000 Class A Ordinary Shares outstanding as of November 12, 2020, as reported by the Issuer in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) for the period ended September 30, 2020, and (ii) 7,395,937 Class A Ordinary Shares issuable upon the conversion of the Class B Ordinary Shares reported herein.
Item 1(a). Name of Issuer:
Trebia Acquisition Corp.
Item 1(b). Address of Issuer’s Principal Executive Offices:
41 Madison Avenue, Suite 2020,
New York, NY 10010
Item 2(a). Name of Person Filing:
This Schedule 13G is filed jointly by Trasimene Trebia, LP (“Sponsor”), Trasimene Trebia, LLC (“Sponsor GP”) and William P. Foley, II (the “ Reporting Persons ”). Sponsor GP is the sole general partner of Sponsor. William P. Foley, II is the sole member of Sponsor GP.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of the Reporting Person is as follows:
41 Madison Avenue, Suite 2020,
New York, NY 10010
Item 2(c). Citizenship:
See responses to Item 4 on the cover page, which are incorporated herein by reference.
Item 2(d). Titles of Classes of Securities:
Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”)
Item 2(e). CUSIP Number:
G9027T109
ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a(n):
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
|---|---|---|
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | Investment ad viser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
|---|---|---|
| (j) | ☐ | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | Group in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______.
ITEM 4. Ownership
As of December 31, 2020, the Reporting Persons owned 7,395,937 Class B Ordinary Shares of the Issuer, which are convertible into an equal number of Class A Ordinary Shares of the Issuer, representing 12.5% of the Issuer’s outstanding Shares. The percentage ownership was calculated assuming that 59,145,937 Class A Ordinary Shares are outstanding based on the sum of (i) 51,750,000 Class A Ordinary Shares outstanding as of November 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC for the period ended September 30, 2020, and (ii) 7,395,937 Class A Ordinary Shares issuable upon the conversion of the 7,395,937 Class B Ordinary Shares owned by the Sponsor.
This Schedule 13G excludes 4,734,167 Class A Ordinary Shares issuable upon the exercise of 4,734,167 private placement warrants held directly by the Sponsor. Each warrant becomes exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.
See responses to Item 9 on the cover pages, which are incorporated herein by reference.
(a) Amount beneficially owned:
See responses to Item 9 on the cover pages, which are incorporated herein by reference.
(b) Percent of class:
See responses to Item 11 on the cover pages, which are incorporated herein by reference.
(c) Number of shares as to which such person has
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on the cover pages, which are incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on the cover pages, which are incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on the cover pages, which are incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on the cover pages, which are incorporated herein by reference.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
ITEM 8. Identification and Classification of Members of the Group.
See Item 2(a) above.
ITEM 9. Notice of Dissolution of Group.
Not Applicable.
ITEM 10. Certification.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2021
| TRASIMENE TREBIA, LP | |
|---|---|
| By: | /s/ Michael L. Gravelle |
| Michael L. Gravelle, Attorney-in-Fact |
| TRASIMENE TREBIA, LLC | |
|---|---|
| By: | /s/ Michael L. Gravelle |
| Michael L. Gravelle, Attorney-in-Fact | |
| WILLIAM P. FOLEY, II | |
| By: | /s/ Michael L. Gravelle |
| Michael L. Gravelle, Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit No. | |
|---|---|
| 1 | Joint Filing Agreement, dated February 16, 2021, by and among Trasimene Trebia, LP, Trasimene Trebia, LLC and William P. Foley, II. |
| 2 | Power of Attorney previously filed as Exhibit 24.1 to a Form 3 with regard to Foley Trasimene Acquisition Corp. II filed with the Securities and Exchange Commission on June 16, 2020, by Trasimene Trebia, LP, |
| Trasimene Trebia, LLC and William P. Foley, II. |