SYSTEM1, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
FORM 10 INFORMATION
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of all classes of Common Stock following the consummation of the Business Combination by:
• each person who is known to be the beneficial owner of more than 5% of
all outstanding Common Stock;
• each of System1's current named executive officers and directors; and
• all current executive officers and directors of System1 as a group.
Beneficial ownership is determined according to the rules of the
Unless otherwise indicated,
Percentage
System1 System1 System1 of Total
Name and Address of Class A Class C Class D Voting
Beneficial Owner Shares(10)(11) Shares Shares(12) Power
Executive Officers and Directors
Michael Blend(1) 17,993,464 9,661,330 - 17.25 %
Tridivesh Kidambi(2) 2,048,371 1,397,706 - 1.97 %
Paul Filsinger 875,900 540,868 - *
Brian Coppola 303,055 225,969 - *
Jen Robinson 4,074 - - -
Daniel Weinrot 98,106 59,642 - *
Beth Sestanovich 267,436 208,595 - *
Jennifer Prince - - - -
William P. Foley, II(3) 8,471,372 - 833,750 7.81 %
Moujan Kazerani(4) - - - -
Christopher Phillips(5) 29,150,499 - 27.96 %
Dexter Fowler - - -
Frank R. Martire, Jr.(6) 5,261,449 - 616,250 4.95 %
Caroline Horn - - - -
All Directors and Officers 64,473,725 12,094,110 1,450,000 57.54 %
Greater Than 5% Holders
Trasimene Trebia, LP(3) 8,471,372 - 833,750 7.81 %
Cannae Holdings, LLC(7) 27,181,770 ** - - 26.19 %
JDI & AFH Limited 28,650,499 - - 27.61 %
Just Develop It Limited(8) 20,508,184 - - 19.67 %
Lone Star Friends Trust(9) 14,840,169 7,945,580 - 14.23 %
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Notes: * less than one percent.
** excludes an approximately 26% partnership interest in the Trasimene Sponsor
held by an affiliate of Cannae Holdings.
(1) The shares reported above are held in the names of: (a) the Dante Jacob Blend
Trust of 2017, (b) the
upon a distribution from
(d) collectively, the "Blend Family Trusts"), and (e)
Blend has no voting or dispositive power over the shares held in the Blend
Family Trusts, and disclaims any beneficial ownership except to the extent of
Trusts is controlled by a close family relative of
LLC is jointly controlled by
Kidambi as the members of the board of managers thereof, and may be deemed to
control the voting and dispositive power over the shares held by OpenMail2
LLC.
LLC except to the extent of
therein, if any. The shares reported above includes the exercise of 535,000
warrants, each exercisable for a share of Class A Common Stock at a price of
pecuniary interest in
System1 Class A Common Stock underlying the RSUs issued to
connection with the RSU Issuances which are subject to vesting conditions-see
the section titled "Shareholder Proposal No. 2-The NYSE Proposal-Summary of
the RSU Issuances" in the Proxy Statement/Prospectus beginning on page 165.
(2) The shares reported above are held in the names of: (a) Tridivesh Kidambi and
(b)
Ursini and Tridivesh Kidambi as the members of the board of managers thereof.
As a result of such position,
dispositive power over the shares hold by
disclaims any beneficial ownership over such shares, except to the extent of
includes the exercise of 15,000 warrants, each exercisable for a share of
Class A Common Stock at a price of
(3) Reflects 3,737,205 shares of System1 Class A Common Stock and 4,734,167
shares of System1 Class A Common Stock issuable upon the exercise of
4,734,167 warrants indirectly held by
sole general partner of
voting and dispositive power over the shares of System1 Class A Common Stock
owned by
3,737,205 shares of System1 Class A Common Stock and 4,734,167 warrants, and
ultimately exercises voting and dispositive power over such shares held by
shares except to the extent of any pecuniary interest therein. The address of
(4) Excludes shares held by
member and officer.
except to the extent of her pecuniary interest therein, if any.
(5) The shares reported above are held in the names of: (a)
("JDI & AFH") and (b)
is a director and holds the majority interest in each of JDI & AFH and JDIL
and has voting and dispositive power over the shares held by them. The shares
reported above includes the exercise of 500,000 warrants, each exercisable
for a share of Class A Common Stock at a price of
JDIL. The shares reported above excludes the 725,000 shares of
Class A Common Stock underlying the RSUs issued to
connection with the RSU Issuances which are subject to vesting conditions-see
the section titled "Shareholder Proposal No. 2-The NYSE Proposal-Summary of
the RSU Issuances" in the Proxy Statement/Prospectus beginning on page 165.
(6) Reflects 2,762,282 shares of System1 Class A Common Stock and 2,499,167
shares of System1 Class A Common Stock issuable upon the exercise of
2,499,167 warrants indirectly held by
the sole general partner of
sole voting and dispositive power over the shares of System1 Class A Common
Stock owned by
are the only members of
deemed to beneficially own the 2,762,282 shares of System1 Class A Common
Stock and 2,499,167 warrants, and ultimately exercise voting and dispositive
power over such shares held by
disclaim beneficial ownership of these shares except to the extent of any
pecuniary interest therein. The address of
(7) Reflects 27,181,770 shares of Class A Common Stock directly held by Cannae
Circle,
(8)
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(9)
relative of
Holding, of which
over such shares.
by
pecuniary interest therein, if any.
(10) The shares reported above includes: (a) shares of System1 Class A Common
Stock and (b) shares of System1 Class A Common Stock which may be issued
pursuant to the exchange of S1 Holdco Class
election of the holder thereof.
(11) The shares reported above excludes System1 RSUs which
grant pursuant to the terms of the Business Combination Agreement in respect
of all Old System1 Unvested Value Creation Units outstanding as of the
closing.
(12) The shares of System1 Class D Common Stock (representing earnout shares
issued to
confer economic rights other than the accrual of certain dividends.
Class D Common Stock will automatically convert into System1 Class A Common
Stock on a one-for-one basis if, following the Closing, the VWAP of
Class A Common Stock equals or exceeds
splits, share capitalizations, reorganizations, recapitalizations and the
like) for any twenty (20) trading days within a period of thirty
(30) consecutive trading days before the fifth anniversary of the Closing
("System1 Class D Conversion Event"). If the System1 Class
Event has not occurred by the fifth anniversary of the Closing, all
outstanding shares of System1 Class D Common Stock will automatically be
forfeited to
any dividends or dividend catch-up payments owed in respect thereof.
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