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Form 3 System1, Inc. For: Apr 10 Filed by: Ursini Charles

April 19, 2024 8:57 PM EDT
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
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1. Name and Address of Reporting Person *
Ursini Charles

(Last) (First) (Middle)
4235 REDWOOD AVENUE

(Street)
LOS ANGELES CA 90066

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2024
3. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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 300,000
D
 
Class A Common Stock 107,974
I
Limited Liability Company (1)
Class C Common Stock 294,766
I
Limited Liability Company (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
Class B Units   (2)   (2) Class A Common Stock 294,766 (2) I Limited Liability Company (3)
Explanation of Responses:
1. Shares are owned by FGL Labs, LLC, of which the Reporting Person is the sole member and manager.
2. The Class B Units are redeemable on a one-for-one basis for shares of Class A common stock, or, at the election of the Company, cash equal to a volume weighted average market price of a share of Class A common stock. The Class B Units have no expiration date. Upon any redemption of Class B Units, one share of Class C common stock is automatically forfeited and cancelled for each Class B Unit so redeemed.
3. Class B Units are owned by FGL Labs, LLC, of which the reporting person is the sole member and manager.
/s/ Daniel Weinrot, Attorney-in-Fact for Charles Ursini 04/19/2024
** 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.

ATTACHMENTS / EXHIBITS

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