0000899243-22-009795.txt : 20220307 0000899243-22-009795.hdr.sgml : 20220307 20220307202859 ACCESSION NUMBER: 0000899243-22-009795 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220127 FILED AS OF DATE: 20220307 DATE AS OF CHANGE: 20220307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blend L Michael CENTRAL INDEX KEY: 0001504477 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39331 FILM NUMBER: 22720049 MAIL ADDRESS: STREET 1: C/O TREBIA ACQUISITION CORP. STREET 2: 41 MADISON AVENUE, SUITE 2020 CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: System1, Inc. CENTRAL INDEX KEY: 0001805833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 981531250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4235 REDWOOD AVENUE CITY: MARINA DEL REY STATE: CA ZIP: 90066 BUSINESS PHONE: 310-924-6037 MAIL ADDRESS: STREET 1: 4235 REDWOOD AVENUE CITY: MARINA DEL RAY STATE: CA ZIP: 90066 FORMER COMPANY: FORMER CONFORMED NAME: Trebia Acquisition Corp. DATE OF NAME CHANGE: 20200306 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2022-01-27 2022-02-01 0 0001805833 System1, Inc. SST 0001504477 Blend L Michael C/O SYSTEM1, INC. 4235 REDWOOD AVENUE MARINA DEL REY CA 90066 1 1 0 0 CEO & Chairman Class A Common Stock 2022-01-27 4 A 0 3086790 A 3086790 I By LLC Class A Common Stock 2022-01-28 4 A 0 725000 A 725000 D 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). 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. 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. This Form 4/A restates in its entirety the Form 4 filed on February 1, 2022, (the "Original Form 4"),which mistakenly reported that the reporting person beneficially owned (i) 3,537,147 shares of Class A common stock, 7,945,580 shares of Class C common stock (and an equal number of associated Class B Common Units) and 500,000 warrants to purchase Class A common stock held by Lone Star Friends Trust, (ii) 592,514 shares of Class A common stock and 251,379 shares of Class C common stock (and an equal number of associated Class B Common Units) held by the Dante Jacob Blend Trust and (iii) 592,514 shares of Class A common stock and 251,379 shares of Class C common stock (and an equal number of associated Class B Common Units) held by the Nola Delfina Blend Trust. The Original Form 4 also (i) excluded the reporting person's indirect beneficial ownership in 3,086,790 shares of Class A common stock held by LIH, over which shares the reporting person has voting and dispositive power, and (ii) mistakenly indicated that the 725,000 shares of Class A common stock represented by RSUs were granted on January 27, 2022 in the form of indirect beneficial ownership instead of January 28, 2022 in the form of direct beneficial ownership. By: /s/ Daniel Weinrot, Attorney-in-Fact for Michael Blend 2022-03-07