UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
__________________________________________
System1, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
87200P109
(CUSIP Number)
Michael L. Gravelle
c/o Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, NV 89134
(702) 323-7330
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 13, 2023
(Date of Event Which Requires Filing of this Statement)
_______________________________
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| CUSIP No. 87200P109 | 13D | |||||||
| (1) | NAME OF REPORTING PERSONS Cannae Holdings, Inc. | ||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||||||||
| (3) | SEC USE ONLY | ||||||||||
| (4) | SOURCE OF FUNDS OO | ||||||||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||
| (7) | SOLE VOTING POWER 0 | ||||||||||
| Number of Shares Beneficially Owned by | (8) | SHARED VOTING POWER 27,122,794* | |||||||||
| Each Reporting Person with | (9) | SOLE DISPOSITIVE POWER 0 | |||||||||
| (10) | SHARED DISPOSITIVE POWER 27,122,794* | ||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,122,794* | ||||||||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☒ | ||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.7%* | ||||||||||
| (14) | TYPE OF REPORTING PERSON* CO | ||||||||||
* See Item 5.
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| CUSIP No. 87200P109 | 13D | |||||||
| (1) | NAME OF REPORTING PERSONS Cannae Holdings, LLC | ||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||||||||
| (3) | SEC USE ONLY | ||||||||||
| (4) | SOURCE OF FUNDS OO | ||||||||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||
| (7) | SOLE VOTING POWER 0 | ||||||||||
| Number of Shares Beneficially Owned by | (8) | SHARED VOTING POWER 27,122,794* | |||||||||
| Each Reporting Person with | (9) | SOLE DISPOSITIVE POWER 0 | |||||||||
| (10) | SHARED DISPOSITIVE POWER 27,122,794* | ||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,122,794* | ||||||||||
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☒ | ||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.7%* | ||||||||||
| (14) | TYPE OF REPORTING PERSON* OO | ||||||||||
* See Item 5.
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This Amendment No. 3 (“Amendment No. 3”) amends the statement on Schedule 13D originally filed by Cannae Holdings, Inc. (“CHI”) and Cannae Holdings, LLC (“CHL”) (each individually a “Reporting Person” and collectively, the “Reporting Persons”) on February 7, 2022, and amended on April 21, 2022 (“Amendment No. 1”) and May 23, 2022 (“Amendment No. 2” and as amended thereafter from time to time, the “Schedule 13D”), and relates to the Class A common stock, par value $0.0001 per share (“Class A common stock”), of System1, Inc. (the “Issuer” or the “Company”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each defined term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the Schedule 13D.
| Item 4. Purpose of the Transaction. | ||
Item 4 of the Schedule 13D is supplemented as follows:
On March 13, 2023, Trasimene distributed 1,722,235 shares of Class A common stock to CHL, which distribution was made on a pro-rata basis for no additional consideration in accordance with Trasimene’s limited partnership agreement.
The information set forth or incorporated by reference in Item 5 of this Amendment No. 3 is incorporated by reference into this Item 4.
| Item 5. Interest in Securities of the Issuer. | ||
Item 5 of the Schedule 13D is supplemented as follows:
Information as of March 13, 2023 with respect to the Schedule A Persons is set forth on Schedule A hereto and is incorporated herein by reference.
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Amendment No. 3, as of the date of this Amendment No. 3, are incorporated herein by reference.
The calculation in this Amendment No. 3 of the percentage of Class A common stock outstanding beneficially owned by a Reporting Person or a Schedule A Person is based on 91,455,946 shares of Class A common stock outstanding as of November 4, 2022, as reported by the Issuer in its Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on November 14, 2022.
(a)-(b) As of the date of this Amendment No. 3, the Reporting Persons beneficially owned an aggregate of 27,122,794 shares of Class A common stock directly held by CHL, which represents approximately 29.7% of the outstanding Class A common stock.
None of the Reporting Persons beneficially own any of the 21,747,000 shares of Class C common stock, par value $0.0001 per share, of the Issuer (the “Class C common stock”) outstanding as of September 30, 2022 (such outstanding shares based on information provided by the Issuer in its Form 10-Q filed with the SEC on November 14, 2022). Holders of Class A common stock and Class C common stock are entitled to cast one vote per share of Class A common stock or Class C common stock on each matter submitted to the Issuer stockholders. Accordingly, the shares of Class A common stock beneficially owned by the Reporting Persons had a total voting power of 24.0%.
By virtue of the Shareholders Agreement, CHL, BGPT, Michael Blend, Chuck Ursini, Nick Baker, and Just Develop It Limited, may constitute a group (the “Group”) within the meaning of Section 13(d) of the Exchange Act. The members of the Group are each filing separate Schedules 13Ds to report the shares of Class A common stock that they may be deemed to beneficially own. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A common stock that such Reporting Person may be deemed to beneficially own solely by reason of the Shareholders Agreement.
(c) Except as set forth in this Amendment No. 3, none of the Reporting Persons, or, to the knowledge of the Reporting Persons, any Schedule A Persons, has engaged in any transaction in any shares of Class A common stock during the past 60 days.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: | March 14, 2023 | CANNAE HOLDINGS, INC. | |||||||||
| By: | /s/Bryan D. Coy | ||||||||||
| Name: | Bryan D. Coy | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
| CANNAE HOLDINGS, LLC | |||||||||||
| By: | /s/Bryan D. Coy | ||||||||||
| Name: | Bryan D. Coy | ||||||||||
| Title: | Managing Director and Chief Financial Officer | ||||||||||
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| SCHEDULE A | ||||||||||||||||||||||||||
| The name, business address, and present principal occupation or employment of each of the executive officers and directors of the Reporting Persons are set forth below. The citizenship of each such person is the United States, unless otherwise stated. | ||||||||||||||||||||||||||
| Cannae Holdings, Inc. | ||||||||||||||||||||||||||
| Name | Present Principal Occupation or Employment | Business Address | Amount of Securities Beneficially Owned (1) | Percentage Beneficially Owned (1)(2) | ||||||||||||||||||||||
| William P. Foley II, Director and Chairman of the Board | Managing Member and Senior Managing Director of Trasimene Capital Management, LLC | (3) | 3,928,752 (4)(5) | 4.3 | % | |||||||||||||||||||||
| David Aung, Director | Investment Officer at the City of San Jose Office of Retirement Services | 1737 N. 1st St., Ste 600 San José, CA 95112 | ||||||||||||||||||||||||
| Hugh R. Harris, Director | Director of Cannae Holdings, Inc | (3) | ||||||||||||||||||||||||
| C. Malcolm Holland, Director | Chief Executive Officer of Veritex Holdings, Inc. | 8215 Westchester Dr Ste 400 Dallas TX 75225 | ||||||||||||||||||||||||
| Mark D. Linehan, Director | Chief Executive Officer of Wynmark Company | 1125 Vereda Del Ciervo, Goleta CA 93117 | 50,000 (6) | Less than 1% | ||||||||||||||||||||||
| Frank R. Martire, Jr., Director | Executive Chairman of NCR Corporation | 220 Fifth Avenue, 17th Floor, New York, NY 10001 | 4,482,879 (7)(8) | 4.9 | % | |||||||||||||||||||||
| Richard N. Massey, Director and Chief Executive Officer | Chief Executive Officer of Cannae Holdings, Inc. | (3) | 535,721 | Less than 1% | ||||||||||||||||||||||
| Erika Meinhardt, Director | Executive Vice President of Fidelity National Financial, Inc. | 601 Riverside Avenue Jacksonville FL 32204 | 25,106 | Less than 1% | ||||||||||||||||||||||
| Barry B. Moullet, Director | Principal of BBM Executive Insights, LLC | 4017 S Atlantic Ave Ste 705 Smyrna Beach FL 32169 | 1,000 | Less than 1% | ||||||||||||||||||||||
| James B. Stallings, Jr., Director | Managing Partner of PS27 Ventures, LLC | 7835 Bayberry Rd Jacksonville FL 32256 | 25,000 | Less than 1% | ||||||||||||||||||||||
| Frank P. Willey, Director | Partner at Hennelly & Grossfeld, LLP | 4630 Admiralty Way #805 Marina Del Ray CA 90292 | 50,000 | Less than 1% | ||||||||||||||||||||||
| Ryan R. Caswell, President | President of Cannae Holdings, Inc. | (3) | 99,797 | Less than 1% | ||||||||||||||||||||||
| Bryan D. Coy, Executive Vice President and Chief Financial Officer | Executive Vice President and Chief Financial Officer of Cannae Holdings, Inc. | (3) | 76,109 | Less than 1% | ||||||||||||||||||||||
| Peter T. Sadowski, Executive Vice President and Chief Legal Officer | Executive Vice President and Chief Legal Officer of Cannae Holdings, Inc. | (3) | ||||||||||||||||||||||||
| Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary | Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings, Inc. | (3) | ||||||||||||||||||||||||
| Charles R. Curley, Jr., Executive Vice President and General Counsel | Executive Vice President and General Counsel of Cannae Holdings, Inc. | (3) | ||||||||||||||||||||||||
(1) Based on (i) 91,455,946 shares of Class A common stock outstanding as of November 4, 2022 (as reported by the Issuer in its Form 10-Q filed with the SEC on November 14, 2022) plus (ii) the number of shares of Class A common stock issuable to such Schedule A Person upon the exercise of Warrants or other securities convertible into shares of Class A common stock within 60 days of the date hereof owned by such Schedule A Person, if any.
(2) Certain of the Schedule A Persons hold warrants (the “Warrants”), each exercisable to purchase one share of Class A common stock for $11.50 per share. The terms of the Warrants are set forth in the Warrant Agreement, dated June 19, 2020, between Trebia and Continental Stock Transfer & Trust Company, filed with the SEC on June 22, 2020 as Exhibit 4.1 to Trebia’s Current Report on Form 8-K.
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(3) c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134.
(4) Reflects 3,870,592 shares of Class A common stock and 4,800 restricted stock units directly held by Mr. Foley and 53,360 shares of Class A common stock directly held by Trasimene Trebia, LLC. Mr. Foley is the managing member of Trasimene Trebia, LLC, and therefore may be deemed to beneficially own the 53,360 shares of Class A common stock and ultimately exercises voting and dispositive power over such shares held by Trasimene Trebia, LLC.
(5) On May 10, 2022, Mr. Foley received an award of restricted stock units pursuant to the Issuer’s 2022 Incentive Award Plan. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. Pursuant to the terms of the award agreement, 4,800 of the restricted stock units vested on the date of grant and on each of July 28, 2022, October 28, 2022, January 28, 2023, and the remaining 4,800 restricted stock units will vest on April 28, 2023.
(6) Includes 25,000 shares of Class A common stock and 25,000 shares of Class A common stock issuable upon the exercise of 25,000 Warrants.
(7) Reflects 4,450,879 shares of Class A common stock directly held by BGPT and 25,600 shares of Class A common stock and 6,400 restricted stock units directly held by Mr. Martire, Jr. Mr. Martire Jr. and Mr. Frank Martire, III are the managing members of Bridgeport Partners GP LLC, the general partner of BGPT, and therefore may be deemed to beneficially own the 4,450,879 shares of Class A common stock and ultimately exercises voting and dispositive power over, such shares held by BGPT.
(8) On May 10, 2022, Mr. Martire, Jr. received an award of restricted stock units pursuant to the Issuer’s 2022 Incentive Award Plan. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. Pursuant to the terms of the award agreement, 6,400 of the restricted stock units vested on the date of grant and each of July 28, 2022, October 28, 2022 and January 28, 2023, and the remaining 6,400 restricted stock units will vest on April 28, 2023.
| Cannae Holdings, LLC. | ||||||||||||||||||||||||||
| Name | Present Principal Occupation or Employment | Business Address | Amount of Securities Beneficially Owned | Percentage Beneficially Owned | ||||||||||||||||||||||
| William P. Foley II | Senior Managing Director, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| David W. Ducommun | Managing Director and President, Cannae Holdings, LLC | (3) | ||||||||||||||||||||||||
| Ryan R. Caswell | Managing Director, Corporate Finance, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Bryan D. Coy | Managing Director and Chief Finance Officer, Cannae Holdings, LLC | (2) | (2) | (2) | ||||||||||||||||||||||
| Michael L. Gravelle | Managing Director, General Counsel and Corporate Secretary, Cannae Holdings, LLC | (2) | ||||||||||||||||||||||||
| Cannae Holdings, Inc. (1) | Managing Member, Cannae Holdings, LLC | (3) | (1) | (1) | ||||||||||||||||||||||
(1) Cannae Holdings, Inc., a Delaware corporation, is the Managing Member of Cannae Holdings, LLC. See above and Item 5 of this Schedule 13D.
(2) See table for “Cannae Holdings, Inc.” in this Schedule A.
(3) c/o Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, NV 89134.
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