0001628280-24-031215.txt : 20240703 0001628280-24-031215.hdr.sgml : 20240703 20240703210704 ACCESSION NUMBER: 0001628280-24-031215 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240701 FILED AS OF DATE: 20240703 DATE AS OF CHANGE: 20240703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ursini Charles CENTRAL INDEX KEY: 0002018813 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39331 FILM NUMBER: 241101495 MAIL ADDRESS: STREET 1: C/O SYSTEM1, INC. STREET 2: 4235 REDWOOD AVENUE CITY: MARINA DEL REY STATE: CA ZIP: 90066 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: System1, Inc. CENTRAL INDEX KEY: 0001805833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] ORGANIZATION NAME: 06 Technology IRS NUMBER: 923978051 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 wk-form4_1720055217.xml FORM 4 X0508 4 2024-07-01 0 0001805833 System1, Inc. SST 0002018813 Ursini Charles 4235 REDWOOD AVENUE LOS ANGELES CA 90066 1 1 0 0 President & COO 0 Stock Appreciation Rights 1.44 2024-07-01 4 A 0 2500000 0 A 2031-07-01 Class A Common Stock 2500000 2500000 D These stock appreciation rights (these "SARs") were granted to the Reporting Person pursuant to the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and a corresponding Stock Appreciation Rights Grant Notice and Award Agreement between System1, Inc. (the "Issuer") and the Reporting Person. The SARs reported on this Form 4 represent the right to receive (at the Issuer's discretion), upon exercise of the SARs by the Reporting Person, a payment in either (x) Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") or (y) cash, in the amount equal to the number of shares of Class A Common Stock underlying the number of SARs being exercised multiplied by the excess of the fair market value of one share of Class A Common Stock on (i) the date the SARs are exercised, and (ii) $1.44, the Issuer's closing price on July 1, 2024 (the date the SARs were granted, the "Grant Date"). These Stock Appreciation Rights ("SARs") were granted to the Reporting Person on July 1, 2024 under the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and vest (i) 25% upon the Issuer first achieving trailing twelve month Adjusted EBITDA ("TTM Adjusted EBITDA") of $50.0 million after the date of grant, (ii) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $60.0 million after the date of grant, (iii) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $70.0 million after the date of grant and (iv) 25% upon the Issuer first achieving TTM Adjusted EBITDA of $80.0 million after the date of grant, in each case, subject to the terms of the Plan and an award agreement entered into between the Reporting Person and the Issuer pursuant to the Plan. /s/ Daniel Weinrot, Attorney-in-Fact for Charles Ursini 2024-07-03