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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) C/O SYSTEM1, INC. 4235 REDWOOD AVENUE (Street) MARINA DEL REY CA 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) 04/20/2022
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/20/2022		J(1)		28,650,499	D	$0.00(1)	0	I	By JDI & AFH Limited(1)
Class A Common Stock								20,447,728(1)(2)	I	By Just Develop It Limited(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Phillips Christopher Stephen (Last) (First) (Middle) C/O SYSTEM1, INC. 4235 REDWOOD AVENUE (Street) MARINA DEL REY CA 90066 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Just Develop It Ltd (Last) (First) (Middle) LARCH HOUSE PARKLANDS BUSINESS PARK (Street) DENMEAD, HAMPSHIRE X0 PO7 6XP (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* JDI & AFH Ltd (Last) (First) (Middle) C/O JUST DEVELOP IT LIMITED LARCH HOUSE PARKLANDS BUSINESS PARK (Street) DENMEAD X0 PO7 6XP (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. On April 20, 2022, JDI & AFH Limited ("J&A") distributed all of its 28,650,499 shares to its members on a pro rata basis for no consideration (the "J&A Distribution"). J&A's controlling stockholder is Just Develop It Limited ("JDI"). JDI may be deemed to indirectly beneficially own the securities held by J&A. As a result of the J&A Distribution, JDI's beneficial ownership of 19,508,187 shares held by J&A, representing its pro rata interest in J&A, was changed from indirect to direct beneficial ownership. Christopher Phillips, a director of the Company, is a director of J&A and JDI. JDI's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDI and thus may be deemed to beneficially own the shares held by J&A and JDI, but disclaims such beneficial ownership except to any pecuniary interest therein. As a reslt of the J&A Distribution, J&A is no longer a 10% beneficial owner of Issuer securities.

2. Includes 19,508,187 distributed to JDI from J&A in connection with the J&A Distribution. See Footnote 1.

Remarks:

	/s/ Daniel Weinrot, as Attorney-in-Fact for Christopher Stephen Phillips	04/22/2022
	/s/ Daniel Weinrot, as Attorney-in-Fact for Just Develop It Limited	04/22/2022
	/s/ Daniel Weinrot, as Attorney-in-Fact for JDI & AFH Limited	04/22/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.