SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Phillips Christopher Stephen (Last) (First) (Middle) C/O SYSTEM1, INC. 4235 REDWOOD AVENUE (Street) MARINA DEL REY CA 90066 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol System1, Inc. [ SST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/19/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/19/2022		M(1)(2)		500,000	A	$11.5	1,225,000	I	By Just Develop It Limited(1)(2)
Class A Common Stock	04/19/2022		F(3)		285,459	D	$20.14(4)	939,541	I	By Just Develop It Limited(1)(2)
Class A Common Stock								28,650,499	I	By JDI & AFH Limited(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Right to buy)	$11.5	04/19/2022		M(1)(2)			500,000	02/26/2022	01/27/2027	Class A common stock, par value $0.0001 per share	500,000	(1)(2)	0	I	By Just Develop It Limited(1)(2)

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

1. Name and Address of Reporting Person* Just Develop It Ltd (Last) (First) (Middle) LARCH HOUSE PARKLANDS BUSINESS PARK (Street) DENMEAD, HAMPSHIRE X0 PO7 6XP (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JDI & AFH Ltd (Last) (First) (Middle) LARCH HOUSE LARCH HOUSE PARKLANDS BUSINESS PARK (Street) DENMEAD X0 PO7 6XP (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On April 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").

2. (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.

3. 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.

4. 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.

Remarks:

	By: /s/ Daniel Weinrot, Attorney-in-Fact for Christopher Stephen Phillips	04/21/2022
	By: /s/ Daniel Weinrot, Attorney-in-Fact for Just Develop It Limited	04/21/2022
	By: /s/ Daniel Weinrot, Attorney-in-Fact for JDI & AFH Limited	04/21/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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