UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

 

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)

 

May 19, 2022

(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).

 

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(1) See Item 5.

 

(2) Due to a typographical error, the number of shares in rows 8, 10, and 11 was reported as 26,453,256 in the prior Schedule 13D/A filed on April 21, 2022. This number should have been 26,453,226.

 

(1) See Item 5.

 

(2) Due to a typographical error, the number of shares in rows 8, 10, and 11 was reported as 26,453,256 in the prior Schedule 13D/A filed on April 21, 2022. This number should have been 26,453,226.

 

This Amendment No. 2 (“Amendment No. 2”) 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 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. 2 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. 2 shall have the meaning assigned to such term in the Schedule 13D.

 

 

Item 4 of the Schedule 13D is supplemented as follows:

 

From April 22, 2022 to May 23, 2022, CHL sold an aggregate of 1,002,667 shares of Class A common stock in open market transactions. For more information, see Schedule B hereto, which is incorporated herein by reference.

 

The information set forth or incorporated by reference in Item 5 of this Amendment No. 2 is incorporated by reference into this Item 4.

 

 

Item 5 of the Schedule 13D is supplemented as follows:

 

Information as of May 23, 2022 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. 2, as of the date of this Amendment No. 2, are incorporated herein by reference.

 

The calculation in this Amendment No. 2 of the percentage of Class A common stock outstanding beneficially owned by a Reporting Person or a Schedule A Person is based on 90,566,172 shares of Class A common stock outstanding as of May 17, 2022, as reported by the Issuer in its Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on May 19, 2022.

 

(a)-(b) As of the date of this Amendment No. 2, the Reporting Persons beneficially owned an aggregate of 25,450,559 shares of Class A common stock directly held by CHL, which represents approximately 28.1% of the outstanding Class A common stock.

 

None of the Reporting Persons beneficially own any of the 22,077,319 shares of Class C common stock, par value $0.0001 per share, of the Issuer (the “Class C common stock”) outstanding as of March 31, 2022 (such outstanding shares based on information provided by the Issuer in its Form 10-Q filed with the SEC on May 19, 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 22.6%.

 

By virtue of the Shareholders Agreement, CHL, Trasimene, 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 on Schedule A and Schedule B of this Amendment No. 2, 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 since the filing of Amendment No. 1.

 

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.

 

SCHEDULE A

 

SCHEDULE B