0000899243-22-009791.txt : 20220307 0000899243-22-009791.hdr.sgml : 20220307 20220307202720 ACCESSION NUMBER: 0000899243-22-009791 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220127 FILED AS OF DATE: 20220307 DATE AS OF CHANGE: 20220307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Phillips Christopher Stephen CENTRAL INDEX KEY: 0001908124 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39331 FILM NUMBER: 22720044 MAIL ADDRESS: STREET 1: C/O TREBIA ACQUISITION CORP. STREET 2: 41 MADISON AVENUE, SUITE 2020 CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: System1, Inc. CENTRAL INDEX KEY: 0001805833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 981531250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4235 REDWOOD AVENUE CITY: MARINA DEL REY STATE: CA ZIP: 90066 BUSINESS PHONE: 310-924-6037 MAIL ADDRESS: STREET 1: 4235 REDWOOD AVENUE CITY: MARINA DEL RAY STATE: CA ZIP: 90066 FORMER COMPANY: FORMER CONFORMED NAME: Trebia Acquisition Corp. DATE OF NAME CHANGE: 20200306 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2022-01-27 2022-02-01 0 0001805833 System1, Inc. SST 0001908124 Phillips Christopher Stephen C/O JUST DEVELOP IT LIMITED LARCH HOUSE PARKLANDS BUSINESS PARK DENMEAD, HAMPSHIRE X0 PO7 6XP UNITED KINGDOM 1 0 1 0 Class A Common Stock 2022-01-28 4 A 0 725000 A 725000 I By JDIL Warrants (right to buy) 2022-01-27 4 P 0 500000 A Class A Common Stock 500000 500000 I By JDIL 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). The shares are represented by restricted stock units ("RSUs") granted to JDIL in connection with 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. Reflects shares held by Just Develop It Limited ("JDIL"), a private limited company organized under the laws of England and Wales. JDIL's controlling stockholder is Christopher Phillips and Christopher Phillips is a director of JDIL. Mr. Phillips has voting and dispositive power over the securities held by JDIL , and thus may be deemed to beneficially own the securities held by JDIL, but disclaims such beneficial ownership except to any pecuniary interest therein. Upon the closing of the Business Combination, JDIL 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). The Form 4/A amends two lines of the Form 4 filed on February 1, 2022 (the "Original Form 4"), which mistakenly reported that the 500,000 warrants were acquired using transaction code "A", instead of code "P", and which mistakenly indicated that the 725,000 shares of Class A common stock represented by RSUs were granted on January 27, 2022 instead of January 28, 2022. By: /s/ Daniel Weinrot, Attorney-in-Fact for Christopher Stephen Phillips 2022-03-07