Statement of Changes in Beneficial Ownership (4)
May 19 2022 - 4:09PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Cannae Holdings, Inc. |
2. Issuer Name and Ticker or Trading Symbol
System1, Inc.
[
SST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1701 VILLAGE CENTER CIRCLE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/17/2022 |
(Street)
LAS VEGAS, NV 89134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/17/2022 | | S | | 50000 (1) | D | $11.0411 (1)(2) | 25699405 | I | Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc. |
Class A Common Stock | 5/18/2022 | | S | | 10602 (1) | D | $11.3165 (1)(3) | 25688803 | I | Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc. |
Class A Common Stock | 5/19/2022 | | S | | 22079 (1) | D | $11.0076 (1)(4) | 25666724 | I | Directly held by Cannae Holdings, LLC, which is a wholly-owned subsidiary of Cannae Holdings, Inc. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The number of shares of Class A common stock reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price per share. The Reporting Persons undertake to provide to the Issuer, any stockholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, the number of shares sold at each separate price within the range. |
(2) | Sales prices range from $11.00 to $11.18 per share, inclusive. |
(3) | Sales prices range from $11.25 to $11.43 per share, inclusive. |
(4) | Sales prices range from $11.00 to $11.06 per share, inclusive. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cannae Holdings, Inc. 1701 VILLAGE CENTER CIRCLE LAS VEGAS, NV 89134 |
| X |
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Cannae Holdings, LLC 1701 VILLAGE CENTER CIRCLE LAS VEGAS, NV 89134 |
| X |
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Signatures
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/s/Michael L. Gravelle
Cannae Holdings, Inc.
Executive Vice President, General Counsel and Corporate Secretary | | 5/19/2022 |
**Signature of Reporting Person | Date |
/s/Michael L. Gravelle
Cannae Holdings, LLC
Managing Director, General Counsel and Corporate Secretary | | 5/19/2022 |
**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 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 control number. |
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