SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Blend Stanley

(Last)

(First)

(Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

MARINA DEL REY

90066

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2022

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	3,537,147	I	By Lone Star Trust⁽²⁾
Class A Common Stock⁽¹⁾	592,514	I	By Dante Trust⁽³⁾
Class A Common Stock⁽¹⁾	592,514	I	By Nola Trust⁽⁴⁾
Class A Common Stock⁽¹⁾	45,367	D
Class C Common Stock⁽⁵⁾⁽⁶⁾	7,945,580	I	By Lone Star Trust⁽²⁾
Class C Common Stock⁽⁵⁾⁽⁶⁾	251,379	I	By Dante Trust⁽³⁾
Class C Common Stock⁽⁵⁾⁽⁶⁾	251,379	I	By Nola Trust⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (right to buy)	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	500,000	⁽⁷⁾	I	By Lone Star Trust⁽²⁾
Class B Units	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Class A Common Stock	7,945,580	⁽⁵⁾⁽⁶⁾	I	By Lone Star Trust⁽²⁾
Class B Units	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Class A Common Stock	251,379	⁽⁵⁾⁽⁶⁾	I	By Dante Trust⁽³⁾
Class B Units	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Class A Common Stock	251,379	⁽⁵⁾⁽⁶⁾	I	By Nola Trust⁽⁴⁾

1. Name and Address of Reporting Person^*

Blend Stanley

(Last)

(First)

(Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

MARINA DEL REY

90066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lone Star Friends Trust

(Last)

(First)

(Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

MARINA DEL REY

90066

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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).

2. Reflects securities held by Lone Star Friends Trust ("Lone Star"). Mr. Blend is the Trustee of Lone Star, with sole voting and dispositive power over the assets of Lone Star (including the securities of the Company).

3. Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust.

4. Reflects securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.

5. In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Commnon Unit in S1 Holdco ("Class B Unit") held by the reporting person as of the closing of the Business Combination. Pursuant to the Fifth Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, the Class B Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock) on a one-for-one basis for shares of the Company's Class A common stock, or,

6. (Continued from Footnote 5) at the election of the Company, cash equal to the volume weighted average market price of a share of Class A Common Stock at the time of such redemption. The Class B Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Company in connection with the Business Combination. Upon the closing of the Business Combination, the reporting person was issued one share of Class C Common Stock for each Clss B Unit held by the reporting person as of the closing.

7. Upon the closing of the Business Combination, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant share. Each whole 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 become exercisable 30 days after the completion of the Business Combination, and 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).

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Daniel Weinrot, Attorney-in-Fact for Stanley Blend	03/07/2022
	/s/ Daniel Weinrot, Attorney-in-Fact for Lone Star Friends Trust	03/07/2022
	** 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 5 (b)(v).
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