Sec Form 4 Filing - Blend Stanley @ System1, Inc. - 2023-11-22

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
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)
11/22/2023
(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 C Common Stock 11/22/2023 J( 1 ) 1,000,000 D $ 0 6,975,103 ( 2 ) I Trust (Lone Star Friends Trust) ( 3 )
Class C Common Stock 11/22/2023 J( 1 ) 500,000 A $ 0 751,379 I Trust (The Dante Jacob Blend Trust) ( 4 )
Class C Common Stock 11/22/2023 J( 1 ) 500,000 A $ 0 751,379 I Trust (The Nola Delfina Blend Trust) ( 5 )
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
Class B Units ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 751,379 751,379 I Trust (The Dante Jacob Blend Trust)
Class B Units ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 751,379 751,379 I Trust (The Nola Delfina Blend Trust)
Class B Units ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 6,975,103 6,975,103 I Trust (Lone Star Friends Trust)
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blend Stanley
C/O SYSTEM1, INC.
4235 REDWOOD AVENUE
LOS ANGELES, CA90066
X
Lone Star Friends Trust
14122 BLUFF MANOR DRIVE
SAN ANTONIO, TX78216
X
Signatures
/s/ Daniel Weinrot, Attorney--in-Fact for Stanley Blend 12/18/2023
Signature of Reporting Person Date
/s/ Daniel Weinrot, Attoney-in-Fact for Lone Star Friends Trust 12/18/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Lone Star Friends Trust made a deemed distribution of 1,000,000 shares of Class C common stock (and 1,000,000 corresponding Class B Units of S1 Holdco LLC) to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 500,000 shares of Class C common stock (and 500,000 corresponding Class B Units of S1 Holdco, LLC) to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust (which are trusts established for the benefit of the beneficiaries children). The Reporting Person is the Trustee of each of the Lone Star Friends Trust, the Dante Jacob Blend Trust and the Nola Delfina Blend Trust.
( 2 )Includes 1,533 shares received in connection with pro-rata distributions from OpenMail2, LLC to its members, for no consideration and in an exempt transaction under Rule 16a-9, since the Reporting Person's last reportable transaction filed on Form 4.
( 3 )Reflects securities held by the 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.
( 4 )Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust.
( 5 )Represents securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.
( 6 )Pursuant to the Seventh 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, 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.

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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