4//SEC Filing
Phillips Christopher Stephen 4
Accession 0000899243-22-003938
CIK 0001805833other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 9:59 PM ET
Size
11.9 KB
Accession
0000899243-22-003938
Insider Transaction Report
Form 4
Phillips Christopher Stephen
Director10% Owner
Transactions
- Award
Class A Common Stock
2022-01-27+28,650,499→ 28,650,499 total(indirect: See footnote) - Award
Class A Common Stock
2022-01-27+725,000→ 29,375,499 total(indirect: See footnote) - Award
Warrants (right to buy)
2022-01-27+500,000→ 500,000 total(indirect: See footnote)→ Class A Common Stock (500,000 underlying)
Footnotes (5)
- [F1]Received in connection with the business combination (the "Business Combination") between System1, Inc., formerly known as Trebia Acquisition Corp. (the "Company"), S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("Merger Sub I"), Orchid Merger Sub II, Inc. ("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 November 30, 2021, January 10, 2022 and January 25, 2022).
- [F2]Held by JDI & AFH Limited ("JDI & AFH"), a private limited company limited by shares organized under the laws of England & Wales. Christopher Phillips is deemed the Person with Significant Control of JDI & AFH. As a result, Mr. Phillips indirectly has the power to control, and is deemed to have indirect benefiicial ownership of, the securities held by JDI AFH Limited.
- [F3]The shares are represented by restricted stock units ("RSUs") granted to the reporting person as of the closing of the Business Combination and which vest upon the 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, for the five-year period following the closing of the Business Combination.
- [F4]Upon the closing of the Business Combination, Just Develop It Limited (of which Mr. Phillips is a significant beneficiary) acquired the warrants from BGPT Trebia, LP at a price of $1.50 per warrant share . Each whole warrant ("Warrant") entitles the holder thereof to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable 30 days after the completion of the Business Combination, and will expire five (5) years after the completion of the Business Combination or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714).
- [F5]Reflects warrants held by Just Develop It Limited ("JDI"), a private limited company limited by shares organized under the laws of England & Wales. Christopher Phillips is deemed the Person with Significant Control of JDI. As a result, Mr. Phillips indirectly has the power to control, and is deemed to have indirect benefiicial ownership of, the securities held by JDI.
Documents
Issuer
System1, Inc.
CIK 0001805833
Entity typeother
Related Parties
1- filerCIK 0001908124
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 9:59 PM ET
- Size
- 11.9 KB