0000899243-22-015380.txt : 20220421
0000899243-22-015380.hdr.sgml : 20220421
20220421214724
ACCESSION NUMBER: 0000899243-22-015380
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220419
FILED AS OF DATE: 20220421
DATE AS OF CHANGE: 20220421
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lone Star Friends Trust
CENTRAL INDEX KEY: 0001909643
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39331
FILM NUMBER: 22843150
BUSINESS ADDRESS:
STREET 1: 2301 BROADWAY STREET
CITY: SAN ANTONIO
STATE: TX
ZIP: 78215
BUSINESS PHONE: (210) 250-6000
MAIL ADDRESS:
STREET 1: 2301 BROADWAY STREET
CITY: SAN ANTONIO
STATE: TX
ZIP: 78215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blend Stanley
CENTRAL INDEX KEY: 0001912571
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39331
FILM NUMBER: 22843149
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
2022-04-19
0
0001805833
System1, Inc.
SST
0001909643
Lone Star Friends Trust
C/O SYSTEM1, INC.
4235 REDWOOD AVENUE
MARINA DEL REY,
CA
90066
0
0
1
0
0001912571
Blend Stanley
C/O SYSTEM1, INC.
4235 REDWOOD AVENUE
MARINA DEL REY
CA
90066
0
0
1
0
Class A Common Stock
2022-04-13
5
G
0
E
1000000
0.00
D
2537147
D
Class A Common Stock
2022-04-19
4
X
0
500000
11.50
A
3037147
D
Class A Common Stock
2022-04-19
4
S
0
285459
20.14
D
2751688
D
Warrants (Right to buy)
11.50
2022-04-19
4
X
0
500000
D
2022-02-26
2027-01-27
Class A common stock, par value $0.0001 per share
500000
0
D
On April 13, 2022, Lone Star Friends Trust ("Lone Star") made a charitable contribution of 1,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company") to the Blend Family Foundation, a charitable foundation of which Stanley Blend is a director
On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star 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"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc.
(continued from footnote 2) ("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 Lone Star but rather Lone Star 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.
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.
/s/ Daniel Weinrot, Attorney-in-Fact for Stanley Blend
2022-04-21
/s/ Daniel Weinrot, Attorney-in-Fact for Lone Star Friends Trust
2022-04-21