Sec Form 4 Filing - Lone Star Friends Trust @ System1, Inc. - 2022-04-19

FORM 4 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 Lone Star Friends Trust 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) 04/19/2022 (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 04/13/2022 G( 1 ) V 1,000,000 D $ 0 2,537,147 D Class A Common Stock 04/19/2022 X( 2 )( 3 ) 500,000 A $ 11.5 3,037,147 D Class A Common Stock 04/19/2022 S( 4 ) 285,459 D $ 20.14( 4 ) 2,751,688 D

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) $ 11.5 04/19/2022 X( 2 )( 3 ) 500,000 02/26/2022 01/27/2027 Class A common stock, par value $0.0001 per share 500,000 ( 2 )( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lone Star Friends Trust C/O SYSTEM1, INC. 4235 REDWOOD AVENUE MARINA DEL REY,, CA90066 X Blend Stanley C/O SYSTEM1, INC. 4235 REDWOOD AVENUE MARINA DEL REY, CA90066 X Signatures /s/ Daniel Weinrot, Attorney-in-Fact for Stanley Blend 04/21/2022 Signature of Reporting Person Date /s/ Daniel Weinrot, Attorney-in-Fact for Lone Star Friends Trust 04/21/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 13, 2022, Lone Star Friends Trust ("Lone Star") made a charitable contribution of 1,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company") to the Blend Family Foundation, a charitable foundation of which Stanley Blend is a director ( 2 )On April 19, 2022, Lone Star exercised 500,000 warrants to purchase shares of the Class A common stock of the Company. Lone Star elected to exercise the warrants on a cashless basis (the "Cashless Exercise") pursuant to Section 3.3.1(c) of that certain Warrant Agreement, dated June 19, 2020 (the "Warrant Agreement"), by and between the Company and Continental Stock Transer & Trust Company (the "Warrant Agent"). As previously reported, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant upon the closing of the business combination (the "Business Combination") among the Company, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ( 3 )(continued from footnote 2) ("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. 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). Pursuant to the Cashless Exercise, no shares of Class A common stock were sold by Lone Star but rather Lone Star forfeited shares of Class A common stock in an amount equal to the total exercise price of the underlying warrants that were subject to the Cashless Exercise. ( 4 )Represents shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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