Blend L Michael

SEC source: 0001504477-24-000005 · wk-form4_1723682894.xml · nonDerivative · entry 2

Blend L Michael · CIK 0001504477 · Director · CEO & Chairman

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: The Lone Star Friends Trust made a deemed distribution of 1,850,215 shares of Class A common stock to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 925,107 and 925,108 shares of Class A common stock to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust, respectively, (which are trusts established for the benefit of the beneficiaries children).

F1 · shares: The Lone Star Friends Trust made a deemed distribution of 1,850,215 shares of Class A common stock to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 925,107 and 925,108 shares of Class A common stock to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust, respectively, (which are trusts established for the benefit of the beneficiaries children).

SEC source: 0001504477-24-000005 · wk-form4_1723682894.xml · nonDerivative · entry 1

Blend L Michael · CIK 0001504477 · Director · CEO & Chairman

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,850,215

F1 · kind: The Lone Star Friends Trust made a deemed distribution of 1,850,215 shares of Class A common stock to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 925,107 and 925,108 shares of Class A common stock to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust, respectively, (which are trusts established for the benefit of the beneficiaries children).

F1 · shares: The Lone Star Friends Trust made a deemed distribution of 1,850,215 shares of Class A common stock to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 925,107 and 925,108 shares of Class A common stock to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust, respectively, (which are trusts established for the benefit of the beneficiaries children).

SEC source: 0001628280-24-031214 · wk-form4_1720055177.xml · derivative · entry 1

Blend L Michael · CIK 0001504477 · Director · CEO & Chairman

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,500,000

Underlying: Class A Common Stock · 2,500,000 shares

Expires 2031-07-01

F1 · security: These stock appreciation rights (these "SARs") were granted to the Reporting Person pursuant to the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and a corresponding Stock Appreciation Rights Grant Notice and Award Agreement between System1, Inc. (the "Issuer") and the Reporting Person. The SARs reported on this Form 4 represent the right to receive (at the Issuer's discretion), upon exercise of the SARs by the Reporting Person, a payment in either (x) Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") or (y) cash, in the amount equal to the number of shares of Class A Common Stock underlying the number of SARs being exercised multiplied by the excess of the fair market value of one share of Class A Common Stock on (i) the date the SARs are exercised, and (ii) $1.44, the Issuer's closing price on July 1, 2024 (the date the SARs were granted, the "Grant Date").

F2 · derivative.exercise_date: These Stock Appreciation Rights ("SARs") were granted to the Reporting Person on July 1, 2024 under the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and vest (i) 25% upon the Issuer first achieving trailing twelve month Adjusted EBITDA ("TTM Adjusted EBITDA") of $50.0 million after the date of grant, (ii) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $60.0 million after the date of grant, (iii) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $70.0 million after the date of grant and (iv) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $80.0 million after the date of grant, in each case, subject to the terms of the Plan and an award agreement entered into between the Reporting Person and the Issuer pursuant to the Plan.

SEC source: 0001504477-24-000003 · wk-form4_1719018033.xml · nonDerivative · entry 1

Blend L Michael · CIK 0001504477 · Director · CEO & Chairman

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: Mr. Blend sold 725,000 shares to CEE Holdings Trust, a trust established for the benefit of Mr. Charles Ursini, the Company's Co-Founder, President & Chief Operating Officer, and a member of the Board of Directors, in a privately negotiated arm's length transaction that was not conducted through the exchange on which the Issuer's publicly traded securities are listed.

F1 · price: Mr. Blend sold 725,000 shares to CEE Holdings Trust, a trust established for the benefit of Mr. Charles Ursini, the Company's Co-Founder, President & Chief Operating Officer, and a member of the Board of Directors, in a privately negotiated arm's length transaction that was not conducted through the exchange on which the Issuer's publicly traded securities are listed.

SEC source: 0001504477-23-000002 · wk-form4_1702945123.xml · nonDerivative · entry 2

Blend L Michael · CIK 0001504477 · Director · CEO & Chairman

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 725,000

F1 · kind: The Lone Star Friends Trust made a deemed distribution of 1,000,000 shares of Class C common stock (and 1,000,000 corresponding Class B Units of S1 Holdco LLC) to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 500,000 shares of Class C common stock (and 500,000 corresponding Class B Units of S1 Holdco, LLC) to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust (which are trusts established for the benefit of the beneficiaries children). The Reporting Person is the Trustee of each of the Lone Star Friends Trust, the Dante Jacob Blend Trust and the Nola Delfina Blend Trust.

SEC source: 0001504477-23-000002 · wk-form4_1702945123.xml · nonDerivative · entry 1

Blend L Michael · CIK 0001504477 · Director · CEO & Chairman

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,725,000

F1 · kind: The Lone Star Friends Trust made a deemed distribution of 1,000,000 shares of Class C common stock (and 1,000,000 corresponding Class B Units of S1 Holdco LLC) to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 500,000 shares of Class C common stock (and 500,000 corresponding Class B Units of S1 Holdco, LLC) to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust (which are trusts established for the benefit of the beneficiaries children). The Reporting Person is the Trustee of each of the Lone Star Friends Trust, the Dante Jacob Blend Trust and the Nola Delfina Blend Trust.

SEC source: 0000899243-22-015530 · doc4.xml · nonDerivative · entry 1

Blend L Michael · CIK 0001504477 · Director · CEO & Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By LLC

Disclosed balance after: 0

F1 · kind: On April 20, 2022, Lone Investment Holdings, LLC ("LIH") distributed 3,086,790 shares to its members on a pro rata basis for no consideration. Mr. Blend is the manager of LIH, and may be deemed to have voting and dispositive power over the shares held by LIH. Mr. Blend disclaims beneficial ownership in the shares held by LIH except to the extent of his pecuniary interest therein. These transactions did not involve any sales into the open market.

F1 · ownership.nature: On April 20, 2022, Lone Investment Holdings, LLC ("LIH") distributed 3,086,790 shares to its members on a pro rata basis for no consideration. Mr. Blend is the manager of LIH, and may be deemed to have voting and dispositive power over the shares held by LIH. Mr. Blend disclaims beneficial ownership in the shares held by LIH except to the extent of his pecuniary interest therein. These transactions did not involve any sales into the open market.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC source: 0000899243-22-009795 · doc4a.xml · nonDerivative · entry 1

Blend L Michael · CIK 0001504477 · Director · CEO & Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By LLC

Disclosed balance after: 3,086,790

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 3,086,790 shares held by Lone Investment Holdings, LLC ("LIH"). Mr. Blend is the manager of LIH, and may be deemed to have voting and dispositive power over the shares held by LIH. Mr. Blend disclaims beneficial ownership in the shares held by LIH except to the extent of his pecuniary interest therein.