Trasimene Trebia, LLC

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC source: 0001140361-22-003133 · 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: 5,728,437

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.