Sec Form 4 Filing - Phillips Christopher Stephen @ System1, Inc. - 2022-04-20

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 Phillips Christopher Stephen 2. Issuer Name and Ticker or Trading Symbol System1, Inc. [ SST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 04/20/2022 (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 04/20/2022 J( 1 ) 28,650,499 D $ 0( 1 ) 0 I By JDI & AFH Limited( 1 ) Class A Common Stock 20,447,728( 1 )( 2 ) I By Just Develop It Limited( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phillips Christopher Stephen C/O SYSTEM1, INC. 4235 REDWOOD AVENUE MARINA DEL REY, CA90066 X X Just Develop It Ltd LARCH HOUSE PARKLANDS BUSINESS PARK DENMEAD, HAMPSHIRE, X0PO7 6XP X JDI & AFH Ltd C/O JUST DEVELOP IT LIMITED LARCH HOUSE PARKLANDS BUSINESS PARK DENMEAD, X0PO7 6XP X Signatures /s/ Daniel Weinrot, as Attorney-in-Fact for Christopher Stephen Phillips 04/22/2022 Signature of Reporting Person Date /s/ Daniel Weinrot, as Attorney-in-Fact for Just Develop It Limited 04/22/2022 Signature of Reporting Person Date /s/ Daniel Weinrot, as Attorney-in-Fact for JDI & AFH Limited 04/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 20, 2022, JDI & AFH Limited ("J&A") distributed all of its 28,650,499 shares to its members on a pro rata basis for no consideration (the "J&A Distribution"). J&A's controlling stockholder is Just Develop It Limited ("JDI"). JDI may be deemed to indirectly beneficially own the securities held by J&A. As a result of the J&A Distribution, JDI's beneficial ownership of 19,508,187 shares held by J&A, representing its pro rata interest in J&A, was changed from indirect to direct beneficial ownership. Christopher Phillips, a director of the Company, is a director of J&A and JDI. JDI's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDI and thus may be deemed to beneficially own the shares held by J&A and JDI, but disclaims such beneficial ownership except to any pecuniary interest therein. As a reslt of the J&A Distribution, J&A is no longer a 10% beneficial owner of Issuer securities. ( 2 )Includes 19,508,187 distributed to JDI from J&A in connection with the J&A Distribution. See Footnote 1.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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