Sec Form 4 Filing - Cannae Holdings, Inc. @ System1, Inc. - 2022-05-17

Insider filing report for Changes in Beneficial Ownership
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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
Cannae Holdings, Inc.
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)
1701 VILLAGE CENTER CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2022
(Street)
LAS VEGAS, NV89134
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 05/17/2022 S 50,000( 1 ) D $ 11.0411( 1 )( 2 ) 25,699,405 I Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc.
Class A Common Stock 05/18/2022 S 10,602( 1 ) D $ 11.3165( 1 )( 3 ) 25,688,803 I Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc.
Class A Common Stock 05/19/2022 S 22,079( 1 ) D $ 11.0076( 1 )( 4 ) 25,666,724 I Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc.
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 Beneficia l 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
Cannae Holdings, Inc.
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
Cannae Holdings, LLC
1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV89134
X
Signatures
/s/Michael L. GravelleCannae Holdings, Inc.Executive Vice President, General Counsel and Corporate Secretary 05/19/2022
Signature of Reporting Person Date
/s/Michael L. GravelleCannae Holdings, LLCManaging Director, General Counsel and Corporate Secretary 05/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The number of shares of Class A common stock reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price per share. The Reporting Persons undertake to provide to the Issuer, any stockholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, the number of shares sold at each separate price within the range.
( 2 )Sales prices range from $11.00 to $11.18 per share, inclusive.
( 3 )Sales prices range from $11.25 to $11.43 per share, inclusive.
( 4 )Sales prices range from $11.00 to $11.06 per share, inclusive.

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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