Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blend Stanley

(Last)

(First)

(Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

LOS ANGELES

90066

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/15/2023		P⁽¹⁾		880,000	A	$1.42⁽²⁾	6,612,956⁽³⁾	I⁽⁴⁾	Trust (Lone Star Friends Trust)

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Blend Stanley

(Last)

(First)

(Middle)

C/O SYSTEM1, INC.

4235 REDWOOD AVENUE

(Street)

LOS ANGELES

90066

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lone Star Friends Trust

(Last)

(First)

(Middle)

14122 BLUFF MANOR DRIVE

(Street)

SAN ANTONIO

78216

(City)

(State)

(Zip)

Explanation of Responses:

1. Lone Star Friends Trust purchased 880,000 shares in a privately negotiated arm's length transaction from another existing holder of the Issuer's Class A common stock in a transaction that was not conducted through the exchange on which the Issuer's securities are listed.

2. Lone Star Friends Trust purchased 880,000 shares in a privately negotiated arm's length transaction from another existing holder of the Issuer's Class A common stock. The aggregate purchase price for the acquired shares was $1,250,000.

3. 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.

4. 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.

Remarks:

	/s/ Daniel Weinrot, Attorney--in-Fact for Stanley Blend	12/18/2023
	/s/ Daniel Weinrot, Attoney-in-Fact for Lone Star Friends Trust	12/18/2023
	** 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).
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