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Form 3 System1, Inc. For: Jun 17 Filed by: CEE Holdings Trust

June 21, 2024 9:00 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 *
CEE Holdings Trust

(Last) (First) (Middle)
C/O JACKSON HOLE TRUST COMPANY
185 W. BROADWAY, SUITE 101

(Street)
JACKSON HOLE WY 83001

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2024
3. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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 8,218,631
D
 
Class C Common Stock (1) 3,415,345
D
 
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 (1)   (1)   (1) Class A Common Stock 3,415,262 (1) D  
Warrants (right to buy)   (2)   (2) Class A Common Stock 1,409,345 (2) D  
Explanation of Responses:
1. The Class B Common 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 Common Units have no expiration date. One (1) share of Class C Common Stock is issued for each Class B Common Unit outstanding. Upon any redemption of Common Units, one share of Class C common stock is automatically forfeited and cancelled for each Common Unit so redeemed.
2. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock of at an exercise price of $11.50 per share. The warrants are currently exercisable . The warrants will expire five years after the completion of the Company's Business Combination (which was consummated on January 27, 2022) or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714).
/s/ Brittany Gale, Senior Trust Officer of Jackson Hole Trust Company, Trustee 06/21/2024
** 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.


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