4//SEC Filing
Phillips Christopher Stephen 4
Accession 0000899243-22-015378
CIK 0001805833other
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 9:45 PM ET
Size
15.8 KB
Accession
0000899243-22-015378
Insider Transaction Report
Form 4
Just Develop It Ltd
10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2022-04-19$11.50/sh+500,000$5,750,000→ 1,225,000 total(indirect: By Just Develop It Limited) - Tax Payment
Class A Common Stock
2022-04-19$20.14/sh−285,459$5,749,144→ 939,541 total(indirect: By Just Develop It Limited) - Exercise/Conversion
Warrants (Right to buy)
2022-04-19−500,000→ 0 total(indirect: By Just Develop It Limited)Exercise: $11.50From: 2022-02-26Exp: 2027-01-27→ Class A common stock, par value $0.0001 per share (500,000 underlying)
Holdings
- 28,650,499(indirect: By JDI & AFH Limited)
Class A Common Stock
JDI & AFH Ltd
10% Owner
Transactions
- Exercise/Conversion
Warrants (Right to buy)
2022-04-19−500,000→ 0 total(indirect: By Just Develop It Limited)Exercise: $11.50From: 2022-02-26Exp: 2027-01-27→ Class A common stock, par value $0.0001 per share (500,000 underlying) - Tax Payment
Class A Common Stock
2022-04-19$20.14/sh−285,459$5,749,144→ 939,541 total(indirect: By Just Develop It Limited) - Exercise/Conversion
Class A Common Stock
2022-04-19$11.50/sh+500,000$5,750,000→ 1,225,000 total(indirect: By Just Develop It Limited)
Holdings
- 28,650,499(indirect: By JDI & AFH Limited)
Class A Common Stock
Phillips Christopher Stephen
Director10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2022-04-19$11.50/sh+500,000$5,750,000→ 1,225,000 total(indirect: By Just Develop It Limited) - Tax Payment
Class A Common Stock
2022-04-19$20.14/sh−285,459$5,749,144→ 939,541 total(indirect: By Just Develop It Limited) - Exercise/Conversion
Warrants (Right to buy)
2022-04-19−500,000→ 0 total(indirect: By Just Develop It Limited)Exercise: $11.50From: 2022-02-26Exp: 2027-01-27→ Class A common stock, par value $0.0001 per share (500,000 underlying)
Holdings
- 28,650,499(indirect: By JDI & AFH Limited)
Class A Common Stock
Footnotes (4)
- [F1]On April 19, 2022, Just Develop It Limited ("JDI") exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. JDI 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").
- [F2](Continued from Footnote 1) 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. 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 JDI but rather JDI 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.
- [F3]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.
- [F4]JDI & AFH Limited ("J&A") is a private limited company organized under the laws of England and Wales, whose controlling stockholder is JDI. JDI may be deemed to indirectly beneficially own the securities held by J&A. Christopher Phillips, a director of the Company, is a director of J&A and JDI. JDI's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDI and thus may be deemed to beneficially own the shares held by J&A and JDI, but disclaims such beneficial ownership except to any pecuniary interest therein.
Documents
Issuer
System1, Inc.
CIK 0001805833
Entity typeother
Related Parties
1- filerCIK 0001908124
Filing Metadata
- Form type
- 4
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 9:45 PM ET
- Size
- 15.8 KB