Last 12 months
Inside the activity.
1 purchase rows · 0 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 0 | 0 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 1 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 0 | 0 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| April 19, 2022 Filed Apr 20, 2022 21:45 UTC |
Trasimene Trebia, LPDirector · 10% owner
Trasimene Trebia, LLCDirector · 10% owner
FOLEY WILLIAM P IIDirector · 10% owner
|
Exercise / conversionWarrants · Derivative | 4,734,167 | Not disclosed Strike: $11.50 | Not disclosed |
DisclosureSEC source: 0001140361-22-015238 · form4.xml · derivative · entry 3 Trasimene Trebia, LP · CIK 0001814422 · Director · 10% owner Trasimene Trebia, LLC · CIK 0001814428 · Director · 10% owner FOLEY WILLIAM P II · CIK 0000903213 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock, par value $0.0001 · 4,734,167 shares Expires 2027-01-27 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: Trasimene exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company. F5 · price: Not applicable. F1 · ownership.direct: 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 · ownership.direct: Directly owned by Trasimene. Read SEC document |
| April 19, 2022 Filed Apr 20, 2022 21:45 UTC |
Trasimene Trebia, LPDirector · 10% owner
Trasimene Trebia, LLCDirector · 10% owner
FOLEY WILLIAM P IIDirector · 10% owner
|
Disposition to issuerClass A common stock, par value $0.0001 per share | 2,703,224 | $20.14 | $54,442,931.36 |
DisclosureSEC source: 0001140361-22-015238 · form4.xml · nonDerivative · entry 2 Trasimene Trebia, LP · CIK 0001814422 · Director · 10% owner Trasimene Trebia, LLC · CIK 0001814428 · Director · 10% owner FOLEY WILLIAM P II · CIK 0000903213 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 6,601,898 F4 · kind: Represents shares of Class A common stock "withheld" in connection with the cashless exercise. F3 · price: Trasimene exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company. F1 · ownership.direct: 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 · ownership.direct: Directly owned by Trasimene. Read SEC document |
| April 19, 2022 Filed Apr 20, 2022 21:45 UTC |
Trasimene Trebia, LPDirector · 10% owner
Trasimene Trebia, LLCDirector · 10% owner
FOLEY WILLIAM P IIDirector · 10% owner
|
Exercise / conversionClass A common stock, par value $0.0001 per share | 4,734,167 | $11.50 | $54,442,920.50 |
DisclosureSEC source: 0001140361-22-015238 · form4.xml · nonDerivative · entry 1 Trasimene Trebia, LP · CIK 0001814422 · Director · 10% owner Trasimene Trebia, LLC · CIK 0001814428 · Director · 10% owner FOLEY WILLIAM P II · CIK 0000903213 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 9,305,122 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: Trasimene exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company. F1 · ownership.direct: 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 · ownership.direct: Directly owned by Trasimene. Read SEC document |
| April 19, 2022 Filed Apr 20, 2022 17:36 UTC |
BGPT Trebia LPDirector · 10% owner
Bridgeport Partners GP LLCDirector · 10% owner
MARTIRE FRANK RDirector · 10% owner
Martire Frank IIIDirector · 10% owner
|
Exercise / conversionWarrants · Derivative | 2,499,167 | Not disclosed Strike: $11.50 | Not disclosed |
DisclosureSEC source: 0001140361-22-015236 · form4.xml · derivative · entry 3 BGPT Trebia LP · CIK 0001814538 · Director · 10% owner Bridgeport Partners GP LLC · CIK 0001814800 · Director · 10% owner MARTIRE FRANK R · CIK 0001226913 · Director · 10% owner Martire Frank III · CIK 0001815207 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock, par value $0.0001 · 2,499,167 shares Expires 2027-01-27 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: BGPT exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company. F5 · price: Not applicable. F1 · ownership.direct: This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. 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 · ownership.direct: Directly owned by BGPT. Read SEC document |
| April 19, 2022 Filed Apr 20, 2022 17:36 UTC |
BGPT Trebia LPDirector · 10% owner
Bridgeport Partners GP LLCDirector · 10% owner
MARTIRE FRANK RDirector · 10% owner
Martire Frank IIIDirector · 10% owner
|
Disposition to issuerClass A common stock, par value $0.0001 per share | 1,426,820 | $20.14 | $28,736,154.80 |
DisclosureSEC source: 0001140361-22-015236 · form4.xml · nonDerivative · entry 2 BGPT Trebia LP · CIK 0001814538 · Director · 10% owner Bridgeport Partners GP LLC · CIK 0001814800 · Director · 10% owner MARTIRE FRANK R · CIK 0001226913 · Director · 10% owner Martire Frank III · CIK 0001815207 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,450,879 F4 · kind: Represents shares of Class A common stock "withheld" in connection with the cashless exercise. F3 · price: BGPT exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company. F1 · ownership.direct: This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. 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 · ownership.direct: Directly owned by BGPT. Read SEC document |
| April 19, 2022 Filed Apr 20, 2022 17:36 UTC |
BGPT Trebia LPDirector · 10% owner
Bridgeport Partners GP LLCDirector · 10% owner
MARTIRE FRANK RDirector · 10% owner
Martire Frank IIIDirector · 10% owner
|
Exercise / conversionClass A common stock, par value $0.0001 per share | 2,499,167 | $11.50 | $28,740,420.50 |
DisclosureSEC source: 0001140361-22-015236 · form4.xml · nonDerivative · entry 1 BGPT Trebia LP · CIK 0001814538 · Director · 10% owner Bridgeport Partners GP LLC · CIK 0001814800 · Director · 10% owner MARTIRE FRANK R · CIK 0001226913 · Director · 10% owner Martire Frank III · CIK 0001815207 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,877,699 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: BGPT exercised warrants to purchase shares of the Issuer's Class A common stock. The warrants were exercised on a cashless basis pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. (n/k/a System1, Inc.) and Continental Stock Transfer Trust Company. F1 · ownership.direct: This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. 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 · ownership.direct: Directly owned by BGPT. Read SEC document |
| April 19, 2022 Filed Apr 21, 2022 20:40 UTC |
Cannae Holdings, Inc.10% owner
Cannae Holdings, LLC10% owner
|
SaleClass A Common Stock | 334,739 | $13.60 | $4,553,488.09 |
DisclosureSEC source: 0001140361-22-015413 · form4.xml · nonDerivative · entry 2 Cannae Holdings, Inc. · CIK 0001704720 · 10% owner Cannae Holdings, LLC · CIK 0001546148 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Note 3 Disclosed balance after: 26,618,506 F1 · shares: The number of shares of Class A common stock reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price per share. The Reporting Persons undertake to provide to the Issuer, any stockholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, the number of shares sold at each separate price within the range. F1 · price: The number of shares of Class A common stock reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price per share. The Reporting Persons undertake to provide to the Issuer, any stockholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, the number of shares sold at each separate price within the range. F4 · price: Sales prices range from $14.205 to $13.50 per share, inclusive. F3 · ownership.nature: Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc. Read SEC document |
| April 19, 2022 Filed Apr 21, 2022 20:40 UTC |
Cannae Holdings, Inc.10% owner
Cannae Holdings, LLC10% owner
|
SaleClass A Common Stock | 228,525 | $14.56 | $3,328,398.07 |
DisclosureSEC source: 0001140361-22-015413 · form4.xml · nonDerivative · entry 1 Cannae Holdings, Inc. · CIK 0001704720 · 10% owner Cannae Holdings, LLC · CIK 0001546148 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Note 3 Disclosed balance after: 26,953,245 F1 · shares: The number of shares of Class A common stock reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price per share. The Reporting Persons undertake to provide to the Issuer, any stockholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, the number of shares sold at each separate price within the range. F1 · price: The number of shares of Class A common stock reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price per share. The Reporting Persons undertake to provide to the Issuer, any stockholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, the number of shares sold at each separate price within the range. F2 · price: Sales prices range from $15.195 to $14.22 per share, inclusive. F3 · ownership.nature: Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc. Read SEC document |
| April 19, 2022 Filed Apr 22, 2022 01:47 UTC |
Lone Star Friends Trust10% owner
Blend Stanley10% owner
|
OtherWarrants (Right to buy) · Derivative | 500,000 | Not disclosed Strike: $11.50 | Not disclosed |
DisclosureSEC source: 0000899243-22-015380 · doc4.xml · derivative · entry 4 Lone Star Friends Trust · CIK 0001909643 · 10% owner Blend Stanley · CIK 0001912571 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock, par value $0.0001 per share · 500,000 shares Expires 2027-01-27 F2 · kind: On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. F3 · kind: (continued from footnote 2) ("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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by Lone Star but rather Lone Star forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. F2 · price: On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. F3 · price: (continued from footnote 2) ("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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by Lone Star but rather Lone Star forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. Read SEC document |
| April 19, 2022 Filed Apr 22, 2022 01:47 UTC |
Lone Star Friends Trust10% owner
Blend Stanley10% owner
|
SaleClass A Common Stock | 285,459 | $20.14 | $5,749,144.26 |
DisclosureSEC source: 0000899243-22-015380 · doc4.xml · nonDerivative · entry 3 Lone Star Friends Trust · CIK 0001909643 · 10% owner Blend Stanley · CIK 0001912571 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,751,688 F4 · kind: Represents shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent. F4 · price: Represents shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent. Read SEC document |
| April 19, 2022 Filed Apr 22, 2022 01:47 UTC |
Lone Star Friends Trust10% owner
Blend Stanley10% owner
|
OtherClass A Common Stock | 500,000 | $11.50 | $5,750,000.00 |
DisclosureSEC source: 0000899243-22-015380 · doc4.xml · nonDerivative · entry 2 Lone Star Friends Trust · CIK 0001909643 · 10% owner Blend Stanley · CIK 0001912571 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,037,147 F2 · kind: On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. F3 · kind: (continued from footnote 2) ("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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by Lone Star but rather Lone Star forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. Read SEC document |
| April 19, 2022 Filed Apr 22, 2022 01:45 UTC |
Phillips Christopher StephenDirector · 10% owner
Just Develop It Ltd10% owner
JDI & AFH Ltd10% owner
|
Exercise / conversionWarrants (Right to buy) · Derivative | 500,000 | Not disclosed Strike: $11.50 | Not disclosed |
DisclosureSEC source: 0000899243-22-015378 · doc4.xml · derivative · entry 4 Phillips Christopher Stephen · CIK 0001908124 · Director · 10% owner Just Develop It Ltd · CIK 0001909642 · 10% owner JDI & AFH Ltd · CIK 0001909640 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Just Develop It Limited Disclosed balance after: 0 Underlying: Class A common stock, par value $0.0001 per share · 500,000 shares Expires 2027-01-27 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). F2 · kind: (Continued from Footnote 1) 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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by JDI but rather JDI forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. F1 · price: On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). F2 · price: (Continued from Footnote 1) 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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by JDI but rather JDI forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. F1 · ownership.nature: On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). F2 · ownership.nature: (Continued from Footnote 1) 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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by JDI but rather JDI forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. Read SEC document |
| April 19, 2022 Filed Apr 22, 2022 01:45 UTC |
Phillips Christopher StephenDirector · 10% owner
Just Develop It Ltd10% owner
JDI & AFH Ltd10% owner
|
Tax withholdingClass A Common Stock | 285,459 | $20.14 | $5,749,144.26 |
DisclosureSEC source: 0000899243-22-015378 · doc4.xml · nonDerivative · entry 2 Phillips Christopher Stephen · CIK 0001908124 · Director · 10% owner Just Develop It Ltd · CIK 0001909642 · 10% owner JDI & AFH Ltd · CIK 0001909640 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Just Develop It Limited Disclosed balance after: 939,541 F3 · kind: Represents shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent. F4 · price: JDI & AFH Limited ("J&A") is a private limited company organized under the laws of England and Wales, whose controlling stockholder is JDI. JDI may be deemed to indirectly beneficially own the securities held by J&A. 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. F1 · ownership.nature: On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). F2 · ownership.nature: (Continued from Footnote 1) 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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by JDI but rather JDI forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. Read SEC document |
| April 19, 2022 Filed Apr 22, 2022 01:45 UTC |
Phillips Christopher StephenDirector · 10% owner
Just Develop It Ltd10% owner
JDI & AFH Ltd10% owner
|
Exercise / conversionClass A Common Stock | 500,000 | $11.50 | $5,750,000.00 |
DisclosureSEC source: 0000899243-22-015378 · doc4.xml · nonDerivative · entry 1 Phillips Christopher Stephen · CIK 0001908124 · Director · 10% owner Just Develop It Ltd · CIK 0001909642 · 10% owner JDI & AFH Ltd · CIK 0001909640 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Just Develop It Limited Disclosed balance after: 1,225,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). F2 · kind: (Continued from Footnote 1) 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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by JDI but rather JDI forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. F1 · ownership.nature: On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). F2 · ownership.nature: (Continued from Footnote 1) 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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by JDI but rather JDI forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. Read SEC document |
| April 13, 2022 Filed Apr 22, 2022 01:47 UTC |
Lone Star Friends Trust10% owner
Blend Stanley10% owner
|
GiftClass A Common Stock | 1,000,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-22-015380 · doc4.xml · nonDerivative · entry 1 Lone Star Friends Trust · CIK 0001909643 · 10% owner Blend Stanley · CIK 0001912571 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,537,147 F1 · kind: On April 13, 2022, Lone Star Friends Trust ("Lone Star") made a charitable contribution of 1,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company") to the Blend Family Foundation, a charitable foundation of which Stanley Blend is a director Read SEC document |
| March 17, 2022 Filed Mar 22, 2022 00:21 UTC |
Trasimene Trebia, LPDirector · 10% owner
Trasimene Trebia, LLCDirector · 10% owner
FOLEY WILLIAM P IIDirector · 10% owner
|
ConversionClass D common stock, par value $0.0001 per share · Derivative | 833,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-010410 · form4.xml · derivative · entry 2 Trasimene Trebia, LP · CIK 0001814422 · Director · 10% owner Trasimene Trebia, LLC · CIK 0001814428 · Director · 10% owner FOLEY WILLIAM P II · CIK 0000903213 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock, par value $0.0001 · 833,750 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: 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. F3 · kind: 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. F3 · price: 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. F3 · derivative.exercise_date: 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. F3 · derivative.expiration_date: 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 · ownership.direct: 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 · ownership.direct: Directly owned by Trasimene. Read SEC document |
| March 17, 2022 Filed Mar 22, 2022 00:21 UTC |
Trasimene Trebia, LPDirector · 10% owner
Trasimene Trebia, LLCDirector · 10% owner
FOLEY WILLIAM P IIDirector · 10% owner
|
ConversionClass A common stock, par value $0.0001 per share | 833,750 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-010410 · form4.xml · nonDerivative · entry 1 Trasimene Trebia, LP · CIK 0001814422 · Director · 10% owner Trasimene Trebia, LLC · CIK 0001814428 · Director · 10% owner FOLEY WILLIAM P II · CIK 0000903213 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,570,955 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: 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. F3 · price: 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 · ownership.direct: 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 · ownership.direct: Directly owned by Trasimene. Read SEC document |
| March 17, 2022 Filed Mar 21, 2022 20:19 UTC |
BGPT Trebia LPDirector · 10% owner
Bridgeport Partners GP LLCDirector · 10% owner
MARTIRE FRANK RDirector · 10% owner
Martire Frank IIIDirector · 10% owner
|
ConversionClass D common stock, par value $0.0001 per share · Derivative | 616,250 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-010408 · form4.xml · derivative · entry 2 BGPT Trebia LP · CIK 0001814538 · Director · 10% owner Bridgeport Partners GP LLC · CIK 0001814800 · Director · 10% owner MARTIRE FRANK R · CIK 0001226913 · Director · 10% owner Martire Frank III · CIK 0001815207 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock, par value $0.0001 · 616,250 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: 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 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock. F3 · kind: 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 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock. F3 · price: 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 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock. F3 · derivative.exercise_date: 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 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock. F3 · derivative.expiration_date: 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 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock. F1 · ownership.direct: This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. 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 · ownership.direct: Directly owned by BGPT. Read SEC document |
| March 17, 2022 Filed Mar 21, 2022 20:19 UTC |
BGPT Trebia LPDirector · 10% owner
Bridgeport Partners GP LLCDirector · 10% owner
MARTIRE FRANK RDirector · 10% owner
Martire Frank IIIDirector · 10% owner
|
ConversionClass A common stock, par value $0.0001 per share | 616,250 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-010408 · form4.xml · nonDerivative · entry 1 BGPT Trebia LP · CIK 0001814538 · Director · 10% owner Bridgeport Partners GP LLC · CIK 0001814800 · Director · 10% owner MARTIRE FRANK R · CIK 0001226913 · Director · 10% owner Martire Frank III · CIK 0001815207 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,378,532 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: 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 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock. F3 · price: 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 616,250 shares of Class D common stock directly held by BGPT automatically converted into 616,250 shares of Class A common stock. F1 · ownership.direct: This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. 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 · ownership.direct: Directly owned by BGPT. Read SEC document |
| January 28, 2022 Filed Mar 8, 2022 01:34 UTC Amendment |
Kazerani MoujanDirector
|
PurchaseWarrants (right to buy) · Derivative | 40,700 | $1.02 | $41,514.00 |
DisclosureSEC source: 0000899243-22-009805 · doc4a.xml · derivative · entry 2 Kazerani Moujan · CIK 0001845026 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Spouse Disclosed balance after: 40,700 Underlying: Class A Common Stock · 40,700 shares Expires not disclosed F2 · derivative.exercise_price: Each warrant entitles the holder thereof to purchase one share of Class A common stock of System1, Inc. (the "Company") at an exercise price of $11.50 per share. The warrants become exercisable 30 days after the completion of the Business Combination. The warrants expire five 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). F3 · price: Represents the weighted average purchase price paid. These warrants were purchased in multiple transactions at prices ranging from $1.00 to $1.06, inclusive. The reporting person undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants purchased at each separate price within the ranges set forth in this footnote to this Form 4. F2 · derivative.exercise_date: Each warrant entitles the holder thereof to purchase one share of Class A common stock of System1, Inc. (the "Company") at an exercise price of $11.50 per share. The warrants become exercisable 30 days after the completion of the Business Combination. The warrants expire five 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). F2 · derivative.expiration_date: Each warrant entitles the holder thereof to purchase one share of Class A common stock of System1, Inc. (the "Company") at an exercise price of $11.50 per share. The warrants become exercisable 30 days after the completion of the Business Combination. The warrants expire five 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). Read SEC document |
| January 28, 2022 Filed Mar 8, 2022 01:34 UTC Amendment |
Kazerani MoujanDirector
|
PurchaseClass A Common Stock | 20,500 | $10.31 | $211,355.00 |
DisclosureSEC source: 0000899243-22-009805 · doc4a.xml · nonDerivative · entry 1 Kazerani Moujan · CIK 0001845026 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Spouse Disclosed balance after: 20,500 F1 · price: Represents the weighted average purchase price paid. These shares were purchased in multiple transactions at prices ranging from $9.96 to $10.59, inclusive. The reporting person undertakes to provide to System1, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. Read SEC document |
| January 28, 2022 Filed Mar 8, 2022 01:30 UTC |
Just Develop It Ltd10% owner
|
GrantClass A Common Stock | 725,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-009800 · doc4.xml · nonDerivative · entry 1 Just Develop It Ltd · CIK 0001909642 · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 725,000 F1 · security: 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). F2 · security: The shares are represented by restricted stock units ("RSUs") granted to the reporting person in connection with 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. F1 · price: 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). F3 · ownership.direct: JDIL's controlling stockholder is Christopher Phillips, a director of the Company and Mr. Phillips is a director of JDIL. Mr. Phillips has voting and dispositive power over the securities held by JDIL and may be deemd to beneficially own the shares held by JDIL, but disclaims such beneficial ownership except to any pecuniary interest therein. Mr. Phillips has filed separate Section 16 forms regarding his deemed beneficial ownership of these shares Read SEC document |
| January 28, 2022 Filed Mar 8, 2022 01:28 UTC Amendment |
Blend L MichaelDirector · CEO & Chairman
|
GrantClass A Common Stock | 725,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-009795 · doc4a.xml · nonDerivative · entry 2 Blend L Michael · CIK 0001504477 · Director · CEO & Chairman 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 725,000 F3 · price: The shares are represented by restricted stock units ("RSUs") granted to the reporting person in connection with the Business Combination and which vest upon the first to 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, during the five-year period following the closing of the Business Combination. Read SEC document |
| January 28, 2022 Filed Mar 8, 2022 01:27 UTC Amendment |
Phillips Christopher StephenDirector · 10% owner
|
GrantClass A Common Stock | 725,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-009791 · doc4a.xml · nonDerivative · entry 1 Phillips Christopher Stephen · CIK 0001908124 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By JDIL Disclosed balance after: 725,000 F1 · security: 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). F2 · security: 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. F1 · price: 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). F3 · ownership.nature: 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. Read SEC document |
| January 27, 2022 Filed Jan 29, 2022 00:20 UTC |
Trasimene Trebia, LPDirector · 10% owner
Trasimene Trebia, LLCDirector · 10% owner
FOLEY WILLIAM P IIDirector · 10% owner
|
GrantWarrants · Derivative | 4,734,167 | Not disclosed Strike: $11.50 | Not disclosed |
DisclosureSEC source: 0001140361-22-003133 · form4.xml · derivative · entry 4 Trasimene Trebia, LP · CIK 0001814422 · Director · 10% owner Trasimene Trebia, LLC · CIK 0001814428 · Director · 10% owner FOLEY WILLIAM P II · CIK 0000903213 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,734,167 Underlying: Class A common stock, par value $0.0001 · 4,734,167 shares Expires 2027-01-27 F5 · kind: In connection with the completion of Trebia's June 2020 initial public offering, Trasimene purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing. F5 · price: In connection with the completion of Trebia's June 2020 initial public offering, Trasimene purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing. F5 · derivative.exercise_date: In connection with the completion of Trebia's June 2020 initial public offering, Trasimene purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing. F1 · ownership.direct: 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 · ownership.direct: Directly owned by Trasimene. Read SEC document |
| January 27, 2022 Filed Jan 29, 2022 00:20 UTC |
Trasimene Trebia, LPDirector · 10% owner
Trasimene Trebia, LLCDirector · 10% owner
FOLEY WILLIAM P IIDirector · 10% owner
|
OtherClass A common stock, par value $0.0001 per share | 1,991,232 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-003133 · form4.xml · nonDerivative · entry 2 Trasimene Trebia, LP · CIK 0001814422 · Director · 10% owner Trasimene Trebia, LLC · CIK 0001814428 · Director · 10% owner FOLEY WILLIAM P II · CIK 0000903213 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,737,205 F3 · kind: Trasimene forfeited the shares of Class A common stock to the Issuer for no consideration pursuant to the Business Combination Agreement, dated June 28, 2021, by and among Trebia Acquisition Corp. ("Trebia"), S1 Holdco, LLC, Inc., System1 SS Protect Holdings, Inc., and the other parties thereto, as amended (the "Business Combination Agreement"), and the Amended and Restated Sponsor Agreement, dated January 10, 2022, by and among BGPT Trebia LP, Trasimene, and the other parties thereto (the "A&R Sponsor Agreement"). F1 · ownership.direct: 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 · ownership.direct: Directly owned by Trasimene. Read SEC document |
| January 27, 2022 Filed Jan 28, 2022 19:13 UTC |
BGPT Trebia LPDirector · 10% owner
Bridgeport Partners GP LLCDirector · 10% owner
MARTIRE FRANK RDirector · 10% owner
Martire Frank IIIDirector · 10% owner
|
GrantWarrants · Derivative | 2,499,167 | Not disclosed Strike: $11.50 | Not disclosed |
DisclosureSEC source: 0001140361-22-003131 · form4.xml · derivative · entry 4 BGPT Trebia LP · CIK 0001814538 · Director · 10% owner Bridgeport Partners GP LLC · CIK 0001814800 · Director · 10% owner MARTIRE FRANK R · CIK 0001226913 · Director · 10% owner Martire Frank III · CIK 0001815207 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,499,167 Underlying: Class A common stock, par value $0.0001 · 2,499,167 shares Expires 2027-01-27 F5 · kind: In connection with the completion of Trebia's June 2020 initial public offering, BGPT purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing. F5 · price: In connection with the completion of Trebia's June 2020 initial public offering, BGPT purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing. F5 · derivative.exercise_date: In connection with the completion of Trebia's June 2020 initial public offering, BGPT purchased the warrants in a private placement from Trebia, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing. F1 · ownership.direct: This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. 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 · ownership.direct: Directly owned by BGPT. Read SEC document |
| January 27, 2022 Filed Jan 28, 2022 19:13 UTC |
BGPT Trebia LPDirector · 10% owner
Bridgeport Partners GP LLCDirector · 10% owner
MARTIRE FRANK RDirector · 10% owner
Martire Frank IIIDirector · 10% owner
|
Disposition to issuerClass A common stock, par value $0.0001 per share | 1,471,781 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-003131 · form4.xml · nonDerivative · entry 2 BGPT Trebia LP · CIK 0001814538 · Director · 10% owner Bridgeport Partners GP LLC · CIK 0001814800 · Director · 10% owner MARTIRE FRANK R · CIK 0001226913 · Director · 10% owner Martire Frank III · CIK 0001815207 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,762,282 F3 · kind: BGPT forfeited the shares of Class A common stock to the Issuer for no consideration pursuant to the Business Combination Agreement, dated June 28, 2021, by and among Trebia Acquisition Corp. ("Trebia"), S1 Holdco, LLC, Inc., System1 SS Protect Holdings, Inc., and the other parties thereto, as amended (the "Business Combination Agreement"), and the Amended and Restated Sponsor Agreement, dated January 10, 2022, by and among BGPT, Trasimene Trebia LP, and the other parties thereto (the "A&R Sponsor Agreement"). F1 · ownership.direct: This form is being filed by each of the following Reporting Persons: BGPT Trebia LP ("BGPT"), Bridgeport Partners GP LLC ("Bridgeport Partners GP"), Frank R. Martire, Jr. and Frank Martire, III (collectively, the "Reporting Persons"). The sole general partner of BGPT is Bridgeport Partners GP. Each of Frank R. Martire, Jr. and Frank Martire, III is a managing member of Bridgeport Partners GP. 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 · ownership.direct: Directly owned by BGPT. Read SEC document |
| January 27, 2022 Filed Feb 1, 2022 02:48 UTC |
Weinrot Daniel JGeneral Counsel
|
GrantCommon Units · Derivative | 59,642 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003718 · doc4.xml · derivative · entry 3 Weinrot Daniel J · CIK 0001624457 · General Counsel 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 59,642 Underlying: Class A Common Stock · 59,642 shares Expires not disclosed F3 · security: Represents Common Units, which are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A Common Stock. The Common Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Company in connection with the Business Combination. One share of Class C Common Stock was issued for each Common Unit. See Footnote (2). F4 · derivative.exercise_price: The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class C common stock is automatically forfeited and cancelled for each Common Unit so redeemed. F1 · price: 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). F4 · derivative.exercise_date: The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class C common stock is automatically forfeited and cancelled for each Common Unit so redeemed. F4 · derivative.expiration_date: The Common Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A common stock. The Common Units have no expiration date. Upon any redemption of Common Units, one share of Class C common stock is automatically forfeited and cancelled for each Common Unit so redeemed. Read SEC document |
| January 27, 2022 Filed Feb 1, 2022 02:48 UTC |
Weinrot Daniel JGeneral Counsel
|
GrantClass C Common Stock | 59,642 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003718 · doc4.xml · nonDerivative · entry 2 Weinrot Daniel J · CIK 0001624457 · General Counsel 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 59,642 F2 · security: In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B common unit ("Common Unit") in S1 Holdco, LLC held by the reporting person. Pursuant to the Fifth Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, LLC, the shares of Class C common stock are forfeited and cancelled, on a one-for-one basis, without consideration, upon the redemption of Common Units for shares of Class A Common Stock, or cash, at the Issuer's election. F1 · price: 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). Read SEC document |
| January 27, 2022 Filed Feb 1, 2022 02:48 UTC |
Weinrot Daniel JGeneral Counsel
|
GrantClass A Common Stock | 38,464 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003718 · doc4.xml · nonDerivative · entry 1 Weinrot Daniel J · CIK 0001624457 · General Counsel 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 38,464 F1 · price: 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). Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:59 UTC |
Phillips Christopher StephenDirector · 10% owner
|
GrantWarrants (right to buy) · Derivative | 500,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003938 · doc4.xml · derivative · entry 3 Phillips Christopher Stephen · CIK 0001908124 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 500,000 Underlying: Class A Common Stock · 500,000 shares Expires not disclosed F4 · derivative.exercise_price: 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). F4 · price: 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). F4 · derivative.exercise_date: 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). F4 · derivative.expiration_date: 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). F5 · ownership.nature: 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. Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:59 UTC |
Phillips Christopher StephenDirector · 10% owner
|
GrantClass A Common Stock | 725,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003938 · doc4.xml · nonDerivative · entry 2 Phillips Christopher Stephen · CIK 0001908124 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 29,375,499 F3 · security: 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. F1 · price: 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). F2 · ownership.nature: 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. Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:59 UTC |
Phillips Christopher StephenDirector · 10% owner
|
GrantClass A Common Stock | 28,650,499 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003938 · doc4.xml · nonDerivative · entry 1 Phillips Christopher Stephen · CIK 0001908124 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 28,650,499 F1 · price: 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). F2 · ownership.nature: 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. Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:58 UTC |
Blend L MichaelDirector · See Remarks · 10% owner
|
GrantClass B Units · Derivative | 8,448,338 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003937 · doc4.xml · derivative · entry 5 Blend L Michael · CIK 0001504477 · Director · See Remarks · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 8,448,338 Underlying: Class A Common Stock · 8,448,338 shares Expires not disclosed F8 · security: Represents Common Units of S1 Holdco, which are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 4 above)) on a one-for-one basis for shares of the Company's Class A common stock, or, 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 Common 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 Common Unit held by the reporting person as of the closing. See Footnote 4 above. F9 · derivative.exercise_price: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 4 above)) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. F1 · price: 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). F8 · derivative.exercise_date: Represents Common Units of S1 Holdco, which are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 4 above)) on a one-for-one basis for shares of the Company's Class A common stock, or, 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 Common 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 Common Unit held by the reporting person as of the closing. See Footnote 4 above. F8 · derivative.expiration_date: Represents Common Units of S1 Holdco, which are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 4 above)) on a one-for-one basis for shares of the Company's Class A common stock, or, 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 Common 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 Common Unit held by the reporting person as of the closing. See Footnote 4 above. F10 · ownership.nature: Reflects (i) 7,945,580 units held by Lone Star Friends Trust, (ii) 251,379 units held by the Dante Jacob Blend Trust and (iii) 251,379 units held by the Nola Delfina Blend Trust. See Footnote 2 above. Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:58 UTC |
Blend L MichaelDirector · See Remarks · 10% owner
|
GrantWarrants (right to buy) · Derivative | 500,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003937 · doc4.xml · derivative · entry 4 Blend L Michael · CIK 0001504477 · Director · See Remarks · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 500,000 Underlying: Class A Common Stock · 500,000 shares Expires not disclosed F6 · derivative.exercise_price: Upon the closing of the Business Combination, Lone Star Friends Trust (of which Mr. Blend is the 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). F6 · price: Upon the closing of the Business Combination, Lone Star Friends Trust (of which Mr. Blend is the 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). F6 · derivative.exercise_date: Upon the closing of the Business Combination, Lone Star Friends Trust (of which Mr. Blend is the 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). F6 · derivative.expiration_date: Upon the closing of the Business Combination, Lone Star Friends Trust (of which Mr. Blend is the 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). F7 · ownership.nature: Reflects 500,000 Warrants held by Lone Star Friends Trust. See Footnote 6 above. Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:58 UTC |
Blend L MichaelDirector · See Remarks · 10% owner
|
GrantClass C Common Stock | 8,448,338 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003937 · doc4.xml · nonDerivative · entry 3 Blend L Michael · CIK 0001504477 · Director · See Remarks · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 8,448,338 F4 · security: In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Unit ("Common Unit") in S1 Holdco, LLC ("S1 Holdco") 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, in connection with the redemption of the Common Units (at the election of the holder), the corresponding shares of Class C common stock in the Company held by the reporting person are forfeited and cancelled, on a one-for-one basis, without consideration, for either shares of Class A Common Stock, or cash, at the Issuer's election. F1 · price: 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). F5 · ownership.nature: Reflects (i) 7,945,580 shares held by Lone Star Friends Trust, (ii) 251,379 shares held by the Dante Jacob Blend Trust and (iii) 251,379 shares held by the Nola Delfina Blend Trust. See Footnote 2 above. Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:58 UTC |
Blend L MichaelDirector · See Remarks · 10% owner
|
GrantClass A Common Stock | 725,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003937 · doc4.xml · nonDerivative · entry 2 Blend L Michael · CIK 0001504477 · Director · See Remarks · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 5,447,175 F3 · price: 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 first to 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, during the five-year period following the closing of the Business Combination. F3 · ownership.nature: 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 first to 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, during the five-year period following the closing of the Business Combination. Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:58 UTC |
Blend L MichaelDirector · See Remarks · 10% owner
|
GrantClass A Common Stock | 4,722,175 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003937 · doc4.xml · nonDerivative · entry 1 Blend L Michael · CIK 0001504477 · Director · See Remarks · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 4,722,175 F1 · price: 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). F2 · ownership.nature: Reflects (i) 3,537,147 shares held by Lone Star Friends Trust, (ii) 592,514 shares held by the Dante Jacob Blend Trust and (iii) 592,514 shares held by the Nola Delfina Blend Trust. Mr. Blend is a beneficiary of the Lone Star Friends Trust. The shares held by the Dante Jacob Blend Trust and the Nola Delfina Blend Trust are for the benefit of his children living in his household, and Mr. Blend disclaims all pecuniary interest therein. Read SEC document |
| January 27, 2022 Filed Feb 2, 2022 02:27 UTC |
Robinson Jennifer LynnChief Technology Officer
|
GrantClass A Common Stock | 4,074 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003931 · doc4.xml · nonDerivative · entry 1 Robinson Jennifer Lynn · CIK 0001907144 · Chief Technology Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,074 F1 · price: 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). Read SEC document |
| January 27, 2022 Filed Feb 1, 2022 18:39 UTC |
Kazerani MoujanDirector
|
GrantClass A Common Stock | 75,612 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-003803 · doc4.xml · nonDerivative · entry 1 Kazerani Moujan · CIK 0001845026 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 75,612 F1 · price: 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). F2 · ownership.nature: Reflects shares held by Carbon Investments, LLC. Moujan Kazerani is a member and officer of Carbon Investments, LLC. Ms. Kazerani disclaims beneficial ownership of the shares except to the extent of her pecuniary interest therein. Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 02:21 UTC |
Sestanovich ElizabethChief People Officer
|
GrantClass B Units · Derivative | 208,595 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004267 · doc4.xml · derivative · entry 3 Sestanovich Elizabeth · CIK 0001907093 · Chief People Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 208,595 Underlying: Class A Common Stock · 208,595 shares Expires not disclosed F3 · security: Represents Common Units of S1 Holdco, which are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A common stock, or, 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 Common 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 Common Unit held by the reporting person as of the closing. See Footnote 2 above. F4 · derivative.exercise_price: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. F1 · price: 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, 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). F4 · derivative.exercise_date: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. F4 · derivative.expiration_date: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 02:21 UTC |
Sestanovich ElizabethChief People Officer
|
GrantClass C Common Stock | 208,595 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004267 · doc4.xml · nonDerivative · entry 2 Sestanovich Elizabeth · CIK 0001907093 · Chief People Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 208,595 F2 · security: In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Unit ("Common Unit") in S1 Holdco, LLC ("S1 Holdco") 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, in connection with the redemption of the Common Units (at the election of the holder), the corresponding shares of Class C common stock in the Company held by the reporting person are forfeited and cancelled, on a one-for-one basis, without consideration, for either shares of Class A Common Stock, or cash, at the Issuer's election. F1 · price: 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, 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). Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 02:21 UTC |
Sestanovich ElizabethChief People Officer
|
GrantClass A Common Stock | 58,841 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004267 · doc4.xml · nonDerivative · entry 1 Sestanovich Elizabeth · CIK 0001907093 · Chief People Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 58,841 F1 · price: 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, 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). Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 01:52 UTC |
Filsinger PaulPresident
|
GrantClass B Units · Derivative | 540,868 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004259 · doc4.xml · derivative · entry 3 Filsinger Paul · CIK 0001907103 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 540,868 Underlying: Class A Common Stock · 540,868 shares Expires not disclosed F3 · security: Represents Common Units of S1 Holdco, which are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A common stock, or, 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 Common 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 Common Unit held by the reporting person as of the closing. See Footnote 2 above. F4 · derivative.exercise_price: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. F1 · price: 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). F4 · derivative.exercise_date: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. F4 · derivative.expiration_date: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 01:52 UTC |
Filsinger PaulPresident
|
GrantClass C Common Stock | 540,868 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004259 · doc4.xml · nonDerivative · entry 2 Filsinger Paul · CIK 0001907103 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 540,868 F2 · security: In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Unit ("Common Unit") in S1 Holdco, LLC ("S1 Holdco") 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, in connection with the redemption of the Common Units (at the election of the holder), the corresponding shares of Class C common stock in the Company held by the reporting person are forfeited and cancelled, on a one-for-one basis, without consideration, for either shares of Class A Common Stock, or cash, at the Issuer's election. F1 · price: 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). Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 01:52 UTC |
Filsinger PaulPresident
|
GrantClass A Common Stock | 335,032 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004259 · doc4.xml · nonDerivative · entry 1 Filsinger Paul · CIK 0001907103 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 335,032 F1 · price: 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). Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 01:33 UTC |
Coppola BrianChief Product Officer
|
GrantClass B Units · Derivative | 225,969 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004254 · doc4.xml · derivative · entry 3 Coppola Brian · CIK 0001906904 · Chief Product Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 225,969 Underlying: Class A Common Stock · 225,969 shares Expires not disclosed F3 · security: Represents Common Units of S1 Holdco, which are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A common stock, or, 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 Common 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 Common Unit held by the reporting person as of the closing. See Footnote 2 above. F4 · derivative.exercise_price: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. F1 · price: 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). F4 · derivative.exercise_date: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. F4 · derivative.expiration_date: The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 above)) on a one-for-one basis for shares of the Company's Class A Common Stock, or, 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 Common Units have no expiration date. Upon any redemption of Common Units, the corresponding share of Class C common stock held by the reporting person is automatically forfeited and cancelled at the time of such redemption of the Common Unit. Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 01:33 UTC |
Coppola BrianChief Product Officer
|
GrantClass C Common Stock | 225,969 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004254 · doc4.xml · nonDerivative · entry 2 Coppola Brian · CIK 0001906904 · Chief Product Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 225,969 F2 · security: In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Unit ("Common Unit") in S1 Holdco, LLC ("S1 Holdco") 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, in connection with the redemption of the Common Units (at the election of the holder), the corresponding shares of Class C common stock in the Company held by the reporting person are forfeited and cancelled, on a one-for-one basis, without consideration, for either shares of Class A Common Stock, or cash, at the Issuer's election. F1 · price: 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). Read SEC document |
| January 27, 2022 Filed Feb 3, 2022 01:33 UTC |
Coppola BrianChief Product Officer
|
GrantClass A Common Stock | 77,086 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-004254 · doc4.xml · nonDerivative · entry 1 Coppola Brian · CIK 0001906904 · Chief Product Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 77,086 F1 · price: 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). Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.