SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Phillips Christopher Stephen

(Last)

(First)

(Middle)

4235 REDWOOD AVENUE

(Street)

MARINA DEL REY

90066

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/27/2022		A		28,650,499	A	⁽¹⁾	28,650,499	I	See footnote⁽²⁾
Class A Common Stock⁽³⁾	01/27/2022		A		725,000	A	⁽¹⁾	29,375,499	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	⁽⁴⁾	01/27/2022		A		500,000		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	500,000	⁽⁴⁾	500,000	I	See footnote⁽⁵⁾

Explanation of Responses:

1. 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).

2. 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. 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.

4. 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).

5. 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.

Remarks:

	By: /s/ Daniel Weinrot, Attorney-in-Fact for Christopher Phillips	02/01/2022
	** 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).
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