| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/27/2022 |
3. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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, $0.0001 per share | 27,181,770 | I | See Note 1(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated by reference herein. |
| See Exhibit 99.1 | 02/07/2022 | |
| ** 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 5 (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. | ||
Exhibit 99.1
Joint Filer Information
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Name of Joint Filer:
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Cannae Holdings, Inc.
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Address of Joint Filer:
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1701 Village Center Circle
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Las Vegas, NV 89134
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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System1, Inc. [SST]
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Date of Event Requiring Statement
(Month/Day/Year): |
January 27, 2022
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Designated Filer:
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Cannae Holdings, Inc.
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Signature:
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CANNAE HOLDINGS, INC.
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By:
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/s/ Michael L. Gravelle
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Name: Michael L. Gravelle
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Title: Executive Vice President, General Counsel and Corporate Secretary
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Dated: February 7, 2022
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Joint Filer Information
(continued)
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Name of Joint Filer:
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Cannae Holdings, LLC
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Address of Joint Filer:
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c/o Cannae Holdings, Inc.
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1701 Village Center Circle
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Las Vegas, NV 89134
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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System1, Inc. [SST]
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Date of Event Requiring Statement
(Month/Day/Year): |
January 27, 2022
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Designated Filer:
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Cannae Holdings, Inc.
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Signature:
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CANNAE HOLDINGS, LLC
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By:
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/s/ Michael L. Gravelle
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Name: Michael L. Gravelle
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Title: Managing Director, General Counsel and Corporate Secretary
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Dated: February 7, 2022
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