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
shares of 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,
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System1
Class A
Common Stock
Shares of Beneficial Voting
System1 Class A Ownership Power
Name of Beneficial Owner Common Stock+ Percentage Percentage++
Executive Officers and Directors
Michael Blend(1) 3,121,790 3.8 % 3.0 %
Tridivesh Kidambi(2) 868,100 1.1 % *
Paul Filsinger 875,900 1.1 % *
Brian Coppola 303,055 * *
Jennifer Robinson 4,074 * *
Daniel Weinrot 98,106 * *
Beth Sestanovich 267,436 * *
Jennifer Prince - - -
William P. Foley, II(3) 8,471,372 9.8 % 7.8 %
Moujan Kazerani(4) 73,200 * *
Christopher Phillips(5) 29,150,499 35.5 % 28.0 %
Dexter Fowler - - -
Frank R. Martire, Jr.(6) 5,261,449 6.2 % 5.0 %
Caroline Horn - - -
All Directors and Officers (14
Individuals) 48,494,981 53.3 % 43.5 %
Greater than 5% Holders
Trasimene Trebia, LP(3) 8,471,372 9.8 % 7.8 %
BGPT Trebia, LP(6) 5,261,449 6.2 % 5.0 %
Cannae Holdings, LLC 27,181,770 33.3 % 26.2 %
Stanley Blend(7) 13,715,880 15.1 % 13.2 %
Lone Star Friends Trust(8) 11,982,727 13.3 % 11.5 %
CEE Holdings Trust(9) 4,599,438 5.4 % 4.4 %
Notes:
* Denotes less than 1%
+ Represents shares of System1 Class A Common Stock that the stockholders shown
beneficially own as of
60 days thereafter, upon vesting and exercise of stock options, upon exercise
of warrants held by the stockholder or upon exercise of the stockholder's
redemption right of any
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Class
this column are deemed to be outstanding in calculating the percentage
ownership of System1 Class A Common Stock of such stockholder, but are not
deemed to be outstanding as to any other stockholder. Excludes
performance-based Restricted Stock Units ("RSUs") granted to each of Michael
Blend and Just Develop It Limited .
++ Assumes redemption of all Class B Units by all members of S1 Holdco for
shares of System1 Class A Common Stock, which would have resulted in anadditional 22,077,319 shares of System1 Class A Common Stock outstanding as
of
right to acquire as of
described in immediately preceding footnote above.
(1) Consists of (i) 35,000 warrants (the "Public Warrants") exercisable for
35,000 shares of System1 Class A Common Stock at an exercise price of
per share held directly by
Class A Common Stock held by
is the manager of LIH, and may be deemed to have voting and dispositive power
over the shares held by LIH.
shares held by LIH except to the extent of his pecuniary interest therein.
Excludes (i) 172,440 shares of System1 Class A Common Stock and 961,613
shares of System1 Class A Common Stock issuable upon the exchange or
redemption of 961,613 Class
corresponding Class
Company (the "Class
(ii) 45,077 shares of System1 Class A Common Stock and 251,379 Class
of S1
Company), in each case, directly held by the
OpenMail2 is jointly controlled by
Tridivesh Kidambi as members of the board of managers thereof and they may be
deemed to jointly control the voting and dispositive power over the shares
held by OpenMail2. The directors of the
Blend,
become exercisable (including by cash settlement) 30 days following the
Closing Date. The terms of the Public Warrants are set forth in the Warrant
Agreement filed with the
Current Report on Form 8-K. Holders of Class
entitled to have their Class
System1 Class A Common Stock on a one-for-one basis or, at the election of
the Company, a cash payment in an amount per Class
redeemed and calculated based on the volume weighted average market price of
a share of System1 Class A Common Stock at the time of redemption. The
Class
Units of S1
Stock of the Company, which have voting rights and vote together with the
shares of System1 Class A Common Stock. Excludes 725,000 shares of
Class A Common Stock issuable upon the vesting of 725,000 RSUs that were
granted to
vest upon the occurrence of: (a) the first trading day on which the volume
weighted average price of System1 Class A Common Stock equals or exceeds
trading days or (b) a Change of Control (as defined in the Business
Combination Agreement) in which the valuation of System1 Class A Common Stock
is equal to or in excess of
five-year period following the closing of the Business Combination.
(2) Consists of (i) 15,000 Public Warrants exercisable for 15,000 shares of
System1 Class A Common Stock at an exercise price of
directly by
held by
(iii) 401,489 shares of System1 Class A Common Stock held directly by
961,613 shares of System1 Class A Common Stock issuable upon the exchange of
961,613 Class
shares of Class
is jointly controlled by
as members of the board of managers thereof and they may be deemed to jointly
control the voting and dispositive power over the shares held by OpenMail2.
(3) Consists of (i) 3,737,205 shares of System1 Class A Common Stock directly
held by
of System1 Class A Common Stock issuable upon the exercise of 4,734,167
warrants directly held by the Trebia Sponsor. Excludes 833,750 shares of
System1 Class A Common Stock issuable upon the automatic conversion of
833,750 shares of Class D Common Stock, par value
Company (the "Class D Common Stock") held by the Trebia Sponsor. Under the
Company's Certificate of Incorporation, the Class D Common Stock is
non-voting and does not
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confer economic rights other than the accrual of certain dividends,
automatically converts into System1 Class A Common Stock on a one-for-one
basis if, during the period beginning on the Closing Date and ending on the
fifth anniversary of the Closing Date, either the volume-weighted average
price of System1 Class A Common Stock equals or exceeds
any 20 trading days within a period of 30 consecutive trading days or there
is a "change in control" where the valuation of System1 Class A Common Stock
equals or exceeds $12.50 per share ("Class D Conversion Event"), and is
automatically forfeited to the Company for no consideration if a Class D
Conversion Event has not occurred prior to the fifth anniversary of theClosing Date. The terms of the Class D Common Stock are set forth in the
Certificate of Incorporation of the Company filed with the
to this Current Report.
(4) Consists of (i) 20,500 shares of System1 Class A Common Stock and 40,700
shares of System1 Class A Common Stock issuable upon exercise of 40,700
Public Warrants, in each case held directly by
and dispositive power pursuant to a power of attorney granted to him.
(5) Consists of (i) 500,000 shares of System1 Class A Common Stock issuable upon
the exercise of 500,000 warrants (the "Private Placement Warrants")
originally issued in a private placement in connection with the initial
public offering of Trebia and held by
(ii) 28,650,499 shares of System1Class A Common Stock held by JDI & AFH
Limited ("J&A"). Excludes 725,000 shares of System1Class A Common Stock
granted to JDIL as of the Closing Date of the Business Combination and vest
upon the occurrence of: (a) the first trading day on which the volume
weighted average price of System1 Class A Common Stock equals or exceeds
trading days or (b) a Change of Control (as defined in the related RSU grant
notice and award agreement) in which the valuation of System1 Class A Common
Stock is equal to or in excess of
five-year period following the closing of the Business Combination. The
Private Placement Warrants by their terms become exercisable (including by
cash settlement) 30 days following the Closing Date. The terms of the Private
Placement Warrants are set forth in the Warrant Agreement filed with the
on
(6) Consists of 2,762,282 shares of System1 Class A Common Stock directly held by
Common Stock issuable upon the exercise of 2,499,167 Warrants directly held
by the BGPT Sponsor. Excludes 616,250 shares of System1 Class A Common Stock
issuable upon the automatic conversion of 616,250 shares of Class
Stock held by the BGPT Sponsor. Under the Company's Certificate of
Incorporation, the Class D Common Stock is non-voting and does not confer
economic rights other than the accrual of certain dividends, automatically
converts into System1 Class A Common Stock on a one-for-one basis if, during
the period beginning on the Closing Date and ending on the fifth anniversary
of the Closing Date, either the volume-weighted average price of
Class A Common Stock equals or exceeds
days within a period of 30 consecutive trading days or there is a "change in
control" where the valuation of System1 Class A Common Stock equals or
exceeds
forfeited to the Company for no consideration if a Class D Conversion Event
has not occurred prior to the fifth anniversary of the Closing Date. The
terms of the Class D Common Stock are set forth in the Certificate of
Incorporation of the Company filed with the SEC as Exhibit 3.1 to this
Current Report.
(7) Consists of (i) 3,537,147 shares of System1 Class A Common Stock, 500,000
shares of System1 Class A Common Stock issuable upon the exercise of 500,000
warrants and 7,945,580 Class
shares of Class
by
Class A Common Stock and 251,379 Class
corresponding shares of Class
the
Trust"), (iv) 592,514 shares of System1 Class A Common Stock and 251,379
Class
Stock of the Company) directly held by the
which
directly held by
trustee of each of
voting and dispositive power over the shares held by each of
shares except to the extent of any pecuniary interest therein (if any).
Mr. Blend , an attorney at Clark
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co-founder, CEO and Chairman of the Board.
the beneficiaries of
(8) See Footnote (7) above.
(9) Consists of 1,191,217 shares of System1 Class A Common Stock and 3,408,221
Class
Stock of the Company), in each case, directly held by the
voting and dispositive power over the shares held by the
but disclaims beneficial interest in such shares.
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