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