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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
11/22/2023

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 C Common Stock	11/22/2023		J⁽¹⁾		1,000,000	D	$0	6,975,103⁽²⁾	I	Trust (Lone Star Friends Trust)⁽³⁾
Class C Common Stock	11/22/2023		J⁽¹⁾		500,000	A	$0	751,379	I	Trust (The Dante Jacob Blend Trust)⁽⁴⁾
Class C Common Stock	11/22/2023		J⁽¹⁾		500,000	A	$0	751,379	I	Trust (The Nola Delfina Blend Trust)⁽⁵⁾

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)
Class B Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	751,379		751,379	I	Trust (The Dante Jacob Blend Trust)
Class B Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	751,379		751,379	I	Trust (The Nola Delfina Blend Trust)
Class B Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	6,975,103		6,975,103	I	Trust (Lone Star Friends Trust)

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. The Lone Star Friends Trust made a deemed distribution of 1,000,000 shares of Class C common stock (and 1,000,000 corresponding Class B Units of S1 Holdco LLC) to its beneficiaries (which included Mr. Michael Blend, the Issuer's co-founder and CEO, and his spouse). The beneficiaries of the Lone Star Friends Trust immediately made a gift of 500,000 shares of Class C common stock (and 500,000 corresponding Class B Units of S1 Holdco, LLC) to each of the Dante Jacob Blend Trust and the Nola Deflina Blend Trust (which are trusts established for the benefit of the beneficiaries children). The Reporting Person is the Trustee of each of the Lone Star Friends Trust, the Dante Jacob Blend Trust and the Nola Delfina Blend Trust.

2. 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.

3. 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.

4. Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust.

5. Represents securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.

6. Pursuant to the Seventh Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, the Class B Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock) on a one-for-one basis for shares of the Company's Class A common stock, or, at the election of the Company, cash equal to the volume weighted average market price of a share of Class A Common Stock at the time of such redemption.

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).
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.