Filing Details

Accession Number:
0001908124-22-000013
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-09-09 20:35:16
Reporting Period:
2022-09-07
Accepted Time:
2022-09-09 20:35:16
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1805833 System1 Inc. SST Services-Computer Programming, Data Processing, Etc. (7370) 981531250
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1908124 Stephen Christopher Phillips C/O System1, Inc.
4235 Redwood Avenue
Los Angeles CA 90066
Yes No Yes No
1909642 Ltd It Develop Just Larch House
Parklands Business Park
Denmead Hampshire X0 P07 6XP
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2022-09-07 23,842 $11.61 19,978,786 No 4 S Indirect By Just Develop It Ltd
Class A Common Stock Disposition 2022-09-09 10,000 $0.00 19,968,786 No 5 G Indirect By Just Develop It Ltd
Class A Common Stock Disposition 2022-09-09 1,296,200 $10.00 18,672,586 No 4 S Indirect By Just Develop It Ltd
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect By Just Develop It Ltd
No 5 G Indirect By Just Develop It Ltd
No 4 S Indirect By Just Develop It Ltd
Footnotes
  1. The price reported in Column 4 is a weighted average price. The shares were purchased in more than one transaction at prices ranging from $11.50 to $11.71, inclusive. The Reporting Person(s) undertake(s) to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
  2. Christopher Phillips, a director of the Company, is a director of Just Develop It Limited ("JDI"). Mr. Phillips is also JDI's controlling stockholder. Mr. Phillips has voting and dispositive power over the securities held by JDI and thus may be deemed to beneficially own the shares held by JDI, but disclaims such beneficial ownership except to any pecuniary interest therein.
  3. Represents shares sold and delivered in a private transaction in accordance with a prior agreement between the parties. Under that agreement, certain terms related to settlement, timing and the delivery of the shares were subject to the satisfaction of certain conditions beyond the control of the parties. In addition, certain additional terms related to the actual delivery of the shares were agreed upon in September 2022, and the shares were delivered on September 9, 2022.