4//SEC Filing
Lone Star Friends Trust 4
Accession 0001912571-23-000003
CIK 0001805833other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 7:18 PM ET
Size
15.8 KB
Accession
0001912571-23-000003
Insider Transaction Report
Form 4
Blend Stanley
10% Owner
Transactions
- Other
Class C Common Stock
2023-11-22+500,000→ 751,379 total(indirect: By Trust) - Other
Class C Common Stock
2023-11-22−1,000,000→ 6,975,103 total(indirect: By Trust) - Other
Class C Common Stock
2023-11-22+500,000→ 751,379 total(indirect: By Trust)
Holdings
- 751,379(indirect: By Trust)
Class B Units
→ Class A Common Stock (751,379 underlying) - 751,379(indirect: By Trust)
Class B Units
→ Class A Common Stock (751,379 underlying) - 6,975,103(indirect: By Trust)
Class B Units
→ Class A Common Stock (6,975,103 underlying)
Lone Star Friends Trust
10% Owner
Transactions
- Other
Class C Common Stock
2023-11-22−1,000,000→ 6,975,103 total(indirect: By Trust) - Other
Class C Common Stock
2023-11-22+500,000→ 751,379 total(indirect: By Trust) - Other
Class C Common Stock
2023-11-22+500,000→ 751,379 total(indirect: By Trust)
Holdings
- 751,379(indirect: By Trust)
Class B Units
→ Class A Common Stock (751,379 underlying) - 6,975,103(indirect: By Trust)
Class B Units
→ Class A Common Stock (6,975,103 underlying) - 751,379(indirect: By Trust)
Class B Units
→ Class A Common Stock (751,379 underlying)
Footnotes (6)
- [F1]The Lone Star Friends Trust made a deemed distribution of 1,000,000 shares of Class C common stock (and 1,000,000 corresponding Class B Units of S1 Holdco LLC) to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 500,000 shares of Class C common stock (and 500,000 corresponding Class B Units of S1 Holdco, LLC) to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust (which are trusts established for the benefit of the beneficiaries children). The Reporting Person is the Trustee of each of the Lone Star Friends Trust, the Dante Jacob Blend Trust and the Nola Delfina Blend Trust.
- [F2]Includes 1,533 shares received in connection with pro-rata distributions from OpenMail2, LLC to its members, for no consideration and in an exempt transaction under Rule 16a-9, since the Reporting Person's last reportable transaction filed on Form 4.
- [F3]Reflects securities held by the Lone Star Friends Trust ("Lone Star"). Mr. Blend is the Trustee of Lone Star, with sole voting and dispositive power over the assets of Lone Star.
- [F4]Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust.
- [F5]Represents securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.
- [F6]Pursuant to the Seventh Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, the Class B Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock) on a one-for-one basis for shares of the Company's Class A common stock, or, at the election of the Company, cash equal to the volume weighted average market price of a share of Class A Common Stock at the time of such redemption.
Documents
Issuer
System1, Inc.
CIK 0001805833
Entity typeother
IncorporatedTX
Related Parties
1- filerCIK 0001909643
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 7:18 PM ET
- Size
- 15.8 KB