Sec Form 4 Filing - Phillips Christopher Stephen @ System1, Inc. - 2022-09-07

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) 09/07/2022 (Street) LOS ANGELES, 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 09/07/2022 S 23,842 D $ 11.61( 1 ) 19,978,786 I( 2 ) By Just Develop It Ltd( 2 ) Class A Common Stock 09/09/2022 G V 10,000 D $ 0 19,968,786 I( 2 ) By Just Develop It Ltd( 2 ) Class A Common Stock 09/09/2022 S 1,296,200 D $ 10( 3 ) 18,672,586 I( 2 ) By Just Develop It Ltd( 2 )

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 LOS ANGELES, CA90066 X X Just Develop It Ltd LARCH HOUSE PARKLANDS BUSINESS PARK DENMEAD HAMPSHIRE, X0P07 6XP X Signatures /s/ Daniel Weinrot, as Attorney-in-Fact for Christopher Stephen Phillips 09/09/2022 Signature of Reporting Person Date /s/ Daniel Weinrot, as Attorney-in-Fact for Just Develop It Limited 09/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. The shares were purchased in more than one transaction at prices ranging from $11.50 to $11.71, inclusive. The Reporting Person(s) undertake(s) to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. ( 2 )Christopher Phillips, a director of the Company, is a director of Just Develop It Limited ("JDI"). Mr. Phillips is also JDI's controlling stockholder. Mr. Phillips has voting and dispositive power over the securities held by JDI and thus may be deemed to beneficially own the shares held by JDI, but disclaims such beneficial ownership except to any pecuniary interest therein. ( 3 )Represents shares sold and delivered in a private transaction in accordance with a prior agreement between the parties. Under that agreement, certain terms related to settlement, timing and the delivery of the shares were subject to the satisfaction of certain conditions beyond the control of the parties. In addition, certain additional terms related to the actual delivery of the shares were agreed upon in September 2022, and the shares were delivered on September 9, 2022.

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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