Sec Form 3 Filing - Blend Stanley @ System1, Inc. - 2022-01-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Blend Stanley 2. Issuer Name and Ticker or Trading Symbol System1, Inc. [ SST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SYSTEM1, INC., 4235 REDWOOD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2022 (Street) MARINA DEL REY, CA90066 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock( 1 ) 3,537,147 I By Lone Star Trust( 2 ) Class A Common Stock( 1 ) 592,514 I By Dante Trust( 3 ) Class A Common Stock( 1 ) 592,514 I By Nola Trust( 4 ) Class A Common Stock( 1 ) 45,367 D Class C Common Stock( 5 )( 6 ) 7,945,580 I By Lone Star Trust( 2 ) Class C Common Stock( 5 )( 6 ) 251,379 I By Dante Trust( 3 ) Class C Common Stock( 5 )( 6 ) 251,379 I By Nola Trust( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (right to buy) ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 500,000 I By Lone Star Trust( 2 ) Class B Units ( 5 )( 6 ) ( 5 )( 6 ) ( 5 )( 6 ) Class A Common Stock 7,945,580 I By Lone Star Trust( 2 ) Class B Units ( 5 )( 6 ) ( 5 )( 6 ) ( 5 )( 6 ) Class A Common Stock 251,379 I By Dante Trust( 3 ) Class B Units ( 5 )( 6 ) ( 5 )( 6 ) ( 5 )( 6 ) Class A Common Stock 251,379 I By Nola Trust( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blend Stanley C/O SYSTEM1, INC. 4235 REDWOOD AVENUE MARINA DEL REY, CA90066 X Lone Star Friends Trust C/O SYSTEM1, INC. 4235 REDWOOD AVENUE MARINA DEL REY, CA90066 X Signatures /s/ Daniel Weinrot, Attorney-in-Fact for Stanley Blend 03/07/2022 Signature of Reporting Person Date /s/ Daniel Weinrot, Attorney-in-Fact for Lone Star Friends Trust 03/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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). ( 2 )Reflects securities held by 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 (including the securities of the Company). ( 3 )Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust. ( 4 )Reflects securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust. ( 5 )In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Commnon Unit in S1 Holdco ("Class B Unit") held by the reporting person as of the closing of the Business Combination. Pursuant to the Fifth 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, ( 6 )(Continued from Footnote 5) 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. The Class B Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Company in connection with the Business Combination. Upon the closing of the Business Combination, the reporting person was issued one share of Class C Common Stock for each Clss B Unit held by the reporting person as of the closing. ( 7 )Upon the closing of the Business Combination, Lone Star acquired 500,000 warran ts from BGPT Trebia LP at a price of $1.50 per warrant share. Each whole 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 become exercisable 30 days after the completion of the Business Combination, and 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).

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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