InsiderTrades

Form 4 for SST System1, Inc.

Accepted 2022-01-31 00:00:00 ET · period of report 2022-01-27 · accession 0000899243-22-003718 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DM 2022-01-31 2022-01-27 SST Weinrot Daniel J GC A - Grant — +98.1K 59.6K New —
D 2022-01-31 2022-01-27 SST Weinrot Daniel J GC A - Grant — +59.6K 59.6K New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2022-01-27 A A 38,464 — 38,464 D — — (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).
2 Common Class C Common Stock 2022-01-27 A A 59,642 — 59,642 D — — (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. (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).
3 Derivative Common Units 2022-01-27 A A 59,642 — 59,642 D — · — to — 59,642 Class A Common Stock (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). (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). (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.