4/A//SEC Filing
Phillips Christopher Stephen 4/A
Accession 0000899243-22-009791
CIK 0001805833other
Filed
Mar 6, 7:00 PM ET
Accepted
Mar 7, 8:27 PM ET
Size
10.4 KB
Accession
0000899243-22-009791
Insider Transaction Report
Form 4/AAmended
Phillips Christopher Stephen
Director10% Owner
Transactions
- Award
Class A Common Stock
2022-01-28+725,000→ 725,000 total(indirect: By JDIL) - Purchase
Warrants (right to buy)
2022-01-27+500,000→ 500,000 total(indirect: By JDIL)→ Class A Common Stock (500,000 underlying)
Footnotes (4)
- [F1]Received in connection with the business combination (the "Business Combination") among System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company"), S1 Holdco, LLC ("S1 Holdco"), 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. ("Protected") 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).
- [F2]The shares are represented by restricted stock units ("RSUs") granted to JDIL in connection with 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.
- [F3]Reflects shares held by Just Develop It Limited ("JDIL"), a private limited company organized under the laws of England and Wales. JDIL's controlling stockholder is Christopher Phillips and Christopher Phillips is a director of JDIL. Mr. Phillips has voting and dispositive power over the securities held by JDIL , and thus may be deemed to beneficially own the securities held by JDIL, but disclaims such beneficial ownership except to any pecuniary interest therein.
- [F4]Upon the closing of the Business Combination, JDIL 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).
Documents
Issuer
System1, Inc.
CIK 0001805833
Entity typeother
Related Parties
1- filerCIK 0001908124
Filing Metadata
- Form type
- 4/A
- Filed
- Mar 6, 7:00 PM ET
- Accepted
- Mar 7, 8:27 PM ET
- Size
- 10.4 KB