| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/27/2022 | S | 150,000(1) | D | $13.82(1)(2) | 26,252,297 | I | See Note 3(3) | ||
| Class A Common Stock | 04/28/2022 | S | 40,000(1) | D | $14.4293(1)(4) | 26,212,297 | I | See Note 3(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 $14.05 to $13.45 per share, inclusive. |
| 3. Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc. |
| 4. Sales prices range from $14.5350 to $14.30 per share, inclusive. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| See Exhibit 99.1 for Signatures | 04/29/2022 | |
| ** 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 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). | ||
| 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
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Name of Joint Filer:
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Cannae Holdings, Inc.
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Address of Joint Filer:
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1701 Village Center Circle
Las Vegas, NV 89134
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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System1, Inc. [SST]
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Date of Earliest Transaction Required to be Reported:
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April 27, 2022
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Designated Filer:
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Cannae Holdings, Inc.
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Signature:
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CANNAE HOLDINGS, INC.
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/s/ Michael L. Gravelle
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Name:
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Michael L. Gravelle
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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Date:
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April 29, 2022
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Page 1 of 2
Joint Filer Information
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Name of Joint Filer:
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Cannae Holdings, LLC
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Address of Joint Filer:
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c/o Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, NV 89134
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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System1, Inc. [SST]
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Date of Earliest Transaction Required to be Reported:
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April 27, 2022
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Designated Filer:
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Cannae Holdings, Inc.
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Signature:
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CANNAE HOLDINGS, LLC
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/s/ Michael L. Gravelle
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Name:
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Michael L. Gravelle
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Title:
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Managing Director, General Counsel and Corporate Secretary
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Date:
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April 29, 2022
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Page 2 of 2