SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Cannae Holdings, Inc.

(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE

(Street)
LAS VEGAS NV 89134

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2022
3. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $0.0001 per share 27,181,770 I See Note 1(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Cannae Holdings, Inc.

(Last) (First) (Middle)
1701 VILLAGE CENTER CIRCLE

(Street)
LAS VEGAS NV 89134

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cannae Holdings, LLC

(Last) (First) (Middle)
C/O CANNAE HOLDINGS, INC.
1701 VILLAGE CENTER CIRCLE

(Street)
LAS VEGAS NV 89134

(City) (State) (Zip)
Explanation of Responses:
1. Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc.
Remarks:
Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated by reference herein.
See Exhibit 99.1 02/07/2022
** Signature of Reporting Person Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Cannae Holdings, Inc.
   
Address of Joint Filer:
1701 Village Center Circle
 
Las Vegas, NV 89134
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
System1, Inc. [SST]
   
Date of Event Requiring Statement
(Month/Day/Year):
January 27, 2022
   
Designated Filer:
Cannae Holdings, Inc.
   
Signature:
 

CANNAE HOLDINGS, INC.

By:
/s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Executive Vice President, General Counsel and Corporate Secretary
 
Dated: February 7, 2022


Joint Filer Information
(continued)

Name of Joint Filer:
Cannae Holdings, LLC
   
Address of Joint Filer:
c/o Cannae Holdings, Inc.
 
1701 Village Center Circle
 
Las Vegas, NV 89134
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
System1, Inc. [SST]
   

 
Date of Event Requiring Statement
(Month/Day/Year):
January 27, 2022
   
Designated Filer:
Cannae Holdings, Inc.
   
Signature:
 

CANNAE HOLDINGS, LLC

By:
/s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Managing Director, General Counsel and Corporate Secretary
 
Dated: February 7, 2022


2