Form 4 for SST System1, Inc.
Accepted 2022-04-21 00:00:00 ET · period of report 2022-04-19 · accession 0000899243-22-015380 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-04-21 | 2022-04-13 | SST | Blend Stanley | 10% | G - Gift | $0.00 | -1.00M | 2.54M | -28% | $0 |
| D | 2022-04-21 | 2022-04-19 | SST | Blend Stanley | 10% | X - OptEx | $11.50 | +500.0K | 3.04M | +20% | +$5.75M |
| D | 2022-04-21 | 2022-04-19 | SST | Blend Stanley | 10% | S - Sale+OE | $20.14 | -285.5K | 2.75M | -9% | -$5.75M |
| D | 2022-04-21 | 2022-04-19 | SST | Blend Stanley | 10% | X - OptEx | — | -500.0K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-04-13 | G | D | 1,000,000 | $0.00 | 2,537,147 | D | — | — | |
| 2 | Common | Class A Common Stock | 2022-04-19 | X | A | 500,000 | $11.50 | 3,037,147 | D | — | — | |
| 3 | Common | Class A Common Stock | 2022-04-19 | S | D | 285,459 | $20.14 | 2,751,688 | D | — | — | (F4) Represents shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent. |
| 4 | Derivative | Warrants (Right to buy) | 2022-04-19 | X | D | 500,000 | — | 0 | D | $11.50 · 2022-02-26 to 2027-01-27 | 500,000 Class A common stock, par value $0.0001 per share | (F3) (continued from footnote 2) ("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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by Lone Star but rather Lone Star forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. (F2) On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. |