InsiderTrades

Form 4 for SST System1, Inc.

Accepted 2022-02-01 00:00:00 ET · period of report 2022-01-27 · accession 0000899243-22-003938 · 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
DMI 2022-02-01 2022-01-27 SST Phillips Christopher Stephen Dir, 10% A - Grant — +29.38M 28.65M New —
DI 2022-02-01 2022-01-27 SST Phillips Christopher Stephen Dir, 10% A - Grant — +500.0K 500.0K 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 725,000 — 29,375,499 I See footnote — — (F3) The shares are represented by restricted stock units ("RSUs") granted to the reporting person as of the closing of the Business Combination and which vest upon the occurrence of: (a) the first trading day on which the volume weighted average price of the Company's 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 (b) a Change of Control (as defined in the Business Combination Agreement), in which the valuation of the Company's Class A common stock is equal to or in excess of $12.50 per share, for the five-year period following the closing of the Business Combination. (F1) Received in connection with the business combination (the "Business Combination") between System1, Inc., formerly known as Trebia Acquisition Corp. (the "Company"), S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("Merger Sub I"), Orchid Merger Sub II, Inc. ("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 November 30, 2021, January 10, 2022 and January 25, 2022). (F2) Held by JDI & AFH Limited ("JDI & AFH"), a private limited company limited by shares organized under the laws of England & Wales. Christopher Phillips is deemed the Person with Significant Control of JDI & AFH. As a result, Mr. Phillips indirectly has the power to control, and is deemed to have indirect benefiicial ownership of, the securities held by JDI AFH Limited.
2 Common Class A Common Stock 2022-01-27 A A 28,650,499 — 28,650,499 I See footnote — — (F1) Received in connection with the business combination (the "Business Combination") between System1, Inc., formerly known as Trebia Acquisition Corp. (the "Company"), S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("Merger Sub I"), Orchid Merger Sub II, Inc. ("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 November 30, 2021, January 10, 2022 and January 25, 2022). (F2) Held by JDI & AFH Limited ("JDI & AFH"), a private limited company limited by shares organized under the laws of England & Wales. Christopher Phillips is deemed the Person with Significant Control of JDI & AFH. As a result, Mr. Phillips indirectly has the power to control, and is deemed to have indirect benefiicial ownership of, the securities held by JDI AFH Limited.
3 Derivative Warrants (right to buy) 2022-01-27 A A 500,000 — 500,000 I See footnote — · — to — 500,000 Class A Common Stock (F4) Upon the closing of the Business Combination, Just Develop It Limited (of which Mr. Phillips is a significant beneficiary) acquired the warrants from BGPT Trebia, LP at a price of $1.50 per warrant share . Each whole warrant ("Warrant") entitles the holder thereof to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable 30 days after the completion of the Business Combination, and will expire five (5) years after the completion of the Business Combination or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714). (F5) Reflects warrants held by Just Develop It Limited ("JDI"), a private limited company limited by shares organized under the laws of England & Wales. Christopher Phillips is deemed the Person with Significant Control of JDI. As a result, Mr. Phillips indirectly has the power to control, and is deemed to have indirect benefiicial ownership of, the securities held by JDI.