0001628280-24-031217.txt : 20240703
0001628280-24-031217.hdr.sgml : 20240703
20240703210813
ACCESSION NUMBER: 0001628280-24-031217
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: Sestanovich Elizabeth
CENTRAL INDEX KEY: 0001907093
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39331
FILM NUMBER: 241101497
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]
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_1720055286.xml
FORM 4
X0508
4
2024-07-01
0
0001805833
System1, Inc.
SST
0001907093
Sestanovich Elizabeth
4235 REDWOOD AVE
LOS ANGELES
CA
90066
0
1
0
0
Chief People Officer
0
Stock Appreciation Rights
1.44
2024-07-01
4
A
0
450000
0
A
2031-07-01
Class A Common Stock
450000
450000
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 Elizabeth Sestanovich
2024-07-03