Form 4 for SST System1, Inc.
Accepted 2022-03-21 00:00:00 ET · period of report 2022-03-17 · accession 0001140361-22-010410 · 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 | 2022-03-21 | 2022-03-17 | SST | Trasimene Trebia, LP | Dir, 10% | C - Cnv Deriv | — | +833.8K | 4.57M | +22% | — |
| D | 2022-03-21 | 2022-03-17 | SST | Trasimene Trebia, LP | Dir, 10% | C - Cnv Deriv | — | -833.8K | 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, par value $0.0001 per share | 2022-03-17 | C | A | 833,750 | — | 4,570,955 | D | — | — | (F3) Under the Issuer's Certificate of Incorporation, the Class D common stock (i) was automatically convertible into Class A common stock on a one-for-one basis if the volume-weighted average price of Class A common stock equaled or exceeded $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or there was a "change in control" where the valuation of Class A common stock equaled or exceeded $12.50 per share (the "Class D Conversion Event") and (ii) was to be automatically forfeited to the Issuer for no consideration if a Class D Conversion Event did not occur prior to January 27, 2027. The Class D Conversion Event occurred on March 17, 2022, upon which 833,750 shares of Class D common stock directly held by Trasimene automatically converted into 833,750 shares of Class A common stock. (F1) 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. (F2) Directly owned by Trasimene. |
| 2 | Derivative | Class D common stock, par value $0.0001 per share | 2022-03-17 | C | D | 833,750 | — | 0 | D | — · — to — | 833,750 Class A common stock, par value $0.0001 | (F3) Under the Issuer's Certificate of Incorporation, the Class D common stock (i) was automatically convertible into Class A common stock on a one-for-one basis if the volume-weighted average price of Class A common stock equaled or exceeded $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or there was a "change in control" where the valuation of Class A common stock equaled or exceeded $12.50 per share (the "Class D Conversion Event") and (ii) was to be automatically forfeited to the Issuer for no consideration if a Class D Conversion Event did not occur prior to January 27, 2027. The Class D Conversion Event occurred on March 17, 2022, upon which 833,750 shares of Class D common stock directly held by Trasimene automatically converted into 833,750 shares of Class A common stock. (F1) 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. (F2) Directly owned by Trasimene. |