Statement of Changes in Beneficial Ownership (4)
April 20 2022 - 5:46PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Trasimene Trebia, LP |
2. Issuer Name and Ticker or Trading Symbol
System1, Inc.
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SST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O 1701 VILLAGE CENTER CIRCLE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/19/2022 |
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(Street)
LAS VEGAS, NV 89134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A common stock, par value $0.0001 per share | 4/19/2022 | | M(3) | | 4734167 | A | $11.5 | 9305122 | D (1)(2) | |
| Class A common stock, par value $0.0001 per share | 4/19/2022 | | D(4) | | 2703224 | D | $20.14 (3) | 6601898 | D (1)(2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrants | $11.5 | 4/19/2022 | | M (3) | | | 4734167 | 2/26/2022 | 1/27/2027 | Class A common stock, par value $0.0001 | 4734167 | (5) | 0 | D (1)(2) | |
| Explanation of Responses: |
| (1) | This form is being filed by each of the following Reporting Persons: Trasimene Trebia, LP ("Trasimene"), Trasimene Trebia, LLC ("Trasimene Trebia"), and William P. Foley, II (collectively, the "Reporting Persons"). William P. Foley, II is the sole member of Trasimene Trebia, which is the sole general partner of Trasimene. 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. |
| (2) | Directly owned by Trasimene. |
| (3) | Trasimene exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company. |
| (4) | Represents shares of Class A common stock "withheld" in connection with the cashless exercise. |
| (5) | Not applicable. |
Remarks:
Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated by reference herein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Trasimene Trebia, LP
C/O 1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV 89134 | X | X |
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Trasimene Trebia, LLC
C/O 1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV 89134 | X | X |
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FOLEY WILLIAM P II
C/O 1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV 89134 | X | X |
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Signatures
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| See Exhibit 99.1 | | 4/20/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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