SYSTEM1, INC. Completion of Acquisition or Disposal of Assets (Form 8-K/A)
Item 2.01 Completion of Acquisition or Disposal of Assets.
FORM 10 INFORMATION
Ownership of Securities by Certain Beneficial Owners and Management
The following table shows the beneficial ownership of all classes of common stock after completion of the business combination by:
• each person who is known to be the beneficial owner of more than 5% of the
all outstanding Common Stock; • each ofSystem1's current named executive officers and directors; and • all current executive officers and directors ofSystem1 as a group.
Beneficial ownership is determined according to the rules of the
Unless otherwise stated,
Percentage
System1 System1 System1 of Total
Name and Address of Class A Class C Class D Voting
Beneficial Owner Shares(10)(11) Shares Shares(12) Power
Executive Officers and Directors
Michael Blend(1) 17,993,464 9,661,330 - 17.25 %
Tridivesh Kidambi(2) 2,048,371 1,397,706 - 1.97 %
Paul Filsinger 875,900 540,868 - *
Brian Coppola 303,055 225,969 - *
Jen Robinson 4,074 - - -
Daniel Weinrot 98,106 59,642 - *
Beth Sestanovich 267,436 208,595 - *
Jennifer Prince - - - -
William P. Foley, II(3) 8,471,372 - 833,750 7.81 %
Moujan Kazerani(4) - - - -
Christopher Phillips(5) 29,150,499 - 27.96 %
Dexter Fowler - - -
Frank R. Martire, Jr.(6) 5,261,449 - 616,250 4.95 %
Caroline Horn - - - -
All Directors and Officers 64,473,725 12,094,110 1,450,000 57.54 %
Greater Than 5% Holders
Trasimene Trebia, LP(3) 8,471,372 - 833,750 7.81 %
Cannae Holdings, LLC(7) 27,181,770 ** - - 26.19 %
JDI & AFH Limited 28,650,499 - - 27.61 %
Just Develop It Limited(8) 20,508,184 - - 19.67 %
Lone Star Friends Trust(9) 14,840,169 7,945,580 - 14.23 %
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Notes: * less than one percent.
** excludes a c.26% stake in sponsor Trasimene
owned by a subsidiary of Cannae Holdings.
(1) The shares listed above are held in the name of: (a) the Dante Jacob Blend
2017 Trust, (b) the
on a distribution of
(d) collectively, the “Blend Family Trusts”), and (e)
Blend has no voting or decision-making power over shares held in Blend
family trusts, and disclaims beneficial ownership, except to the extent that
Trusts are controlled by a close relative of
LLC is jointly controlled by
Kidambi as members of the board of directors thereof, and may be deemed
control voting and disposal power over shares held by OpenMail2
LLC.
LLC except to the extent that
in there, if any. The actions reported above include the exercise of 535,000
warrants, each exercisable for one Class A common share at a price of
pecuniary interest in
System1 Class A Ordinary Shares underlying the RSUs issued at
link with RSU issues which are subject to vesting conditions – see
the section entitled “Shareholder Proposal No. 2 – The NYSE Proposal – Summary of
issuances of RSUs” in the Proxy Circular/Prospectus beginning on page 165.
(2) The shares indicated above are held in the name of: (a) Tridivesh Kidambi and
(b)
Ursini and Tridivesh Kidambi as members of its board of directors.
Because of such a position,
power of disposal over the shares held by
disclaims any beneficial ownership of such shares, except to the extent that
includes the exercise of 15,000 warrants, each exercisable for one share of
Class A common shares at a price of
(3) Reflects 3,737,205 System1 Class A common shares and 4,734,167
System1 Class A common stock issuable upon the exercise of
4,734,167 warrants held indirectly by
sole general partner of
voting rights and power of disposal over the shares of System1 Class A Common Stock
belonging to
3,737,205 System1 Class A common shares and 4,734,167 warrants, and
ultimately exercises the power to vote and dispose of these shares held by
shares, except to the extent of any pecuniary interest therein. The address of
(4) Excluding shares held by
member and officer.
except to the extent of its pecuniary interest, if any.
(5) The shares listed above are held in the name of: (a)
(“JDI and AFH”) and (b)
is a director and holds a majority stake in JDI & AFH and JDIL
and has voting and disposal power over the shares they hold. The shares
indicated above includes the exercise of 500,000 warrants, each exercisable
for one Class A common share at a price of
JDIL. The shares reported above exclude the 725,000 shares of
Class A common shares underlying the RSUs issued to
link with RSU issues which are subject to vesting conditions – see
the section entitled “Shareholder Proposal No. 2 – The NYSE Proposal – Summary of
issuances of RSUs” in the Proxy Circular/Prospectus beginning on page 165.
(6) Reflects 2,762,282 System1 Class A common shares and 2,499,167
System1 Class A common stock issuable upon the exercise of
2,499,167 warrants held indirectly by
sole sponsor of
sole voting and decision-making power over System1 Class A Common shares
Share held by
are the only members of
deemed beneficial owner of the 2,762,282 shares of System1 Class A Common
Shares and 2,499,167 warrants, and ultimately voting and disposition
power over these shares held by
waive beneficial ownership of such shares, except to the extent of
pecuniary interest therein. The address of
(7) Reflects 27,181,770 Class A common shares held directly by Cannae
Circle,
(8)
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(9)
parent of
Holding, of which
on these shares.
through
pecuniary interest, if any.
(10) The shares declared above include: (a) shares of System1 Class A Common
Shares and (b) shares of System1 Class A common stock issuable
following the exchange of the Class S1 Holdco
the election of its holder.
(11) The shares indicated above exclude System1 RSUs which
allocation in accordance with the terms of the Business Combination Agreement concerning
of all Unvested Value Creation Units of the Old System1 in circulation at
closing.
(12) System1 Class D ordinary shares (representing the additional shares
issued
confer economic rights other than the accumulation of certain dividends.
Class D ordinary shares will be automatically converted into Class A ordinary shares System1
Inventory on a one-to-one basis if, after the close, the VWAP of
Class A common stock equals or exceeds
demergers, capitalizations, reorganizations, recapitalizations and
similar) for twenty (20) trading days over a period of thirty
(30) consecutive trading days prior to the fifth anniversary of Closing
(“Class D System1 Conversion Event”). If the class System1
The Event did not occur on the fifth anniversary of the Closing, all
the outstanding shares of System1 Class D common stock will automatically be
confiscated from
any dividend or catch-up dividend payment due thereunder.
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