0000899243-22-004249.txt : 20220202
0000899243-22-004249.hdr.sgml : 20220202
20220202203007
ACCESSION NUMBER: 0000899243-22-004249
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220127
FILED AS OF DATE: 20220202
DATE AS OF CHANGE: 20220202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kidambi Tridivesh
CENTRAL INDEX KEY: 0001906862
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39331
FILM NUMBER: 22586021
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
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-01-27
0
0001805833
System1, Inc.
SST
0001906862
Kidambi Tridivesh
C/O SYSTEM1, INC.
4235 REDWOOD AVENUE
MARINA DEL REY
CA
90066
0
1
0
0
See Remarks
Class A Common Stock
2022-01-27
4
A
0
401489
A
401489
D
Class C Common Stock
2022-01-27
4
A
0
436093
A
436093
D
Class B Units
2022-01-27
4
A
0
436093
A
Class A Common Stock
436093
436093
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).
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.
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 2 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 2 above.
The Common Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock (See Footnote 2 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.
Chief Financial Officer & Treasurer
By: /s/ Daniel Weinrot, Attorney-in-Fact for Tridivesh Kidambi
2022-02-02