Sec Form 4/A Filing - Blend L Michael @ System1, Inc. - 2022-01-27

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Blend L Michael 2. Issuer Name and Ticker or Trading Symbol System1, Inc. [ SST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & Chairman (Last) (First) (Middle) C/O SYSTEM1, INC., 4235 REDWOOD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2022 (Street) MARINA DEL REY, CA90066 4. If Amendment, Date Original Filed (MM/DD/YY) 02/01/2022 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 01/27/2022 A 3,086,790 A 3,086,790 I By LLC( 2 ) Class A Common Stock 01/28/2022 A 725,000 A 725,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blend L Michael C/O SYSTEM1, INC. 4235 REDWOOD AVENUE MARINA DEL REY, CA90066 X CEO & Chairman Signatures By: /s/ Daniel Weinrot, Attorney-in-Fact for Michael Blend 03/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in connection with the business combination (the "Business Combination") among System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company"), S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("Merger Sub I"), Orchid Merger Sub II, LLC ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"), System1 SS Protect Holdings, Inc. ("Protected") and the other parties signatory to that certain Business Combination Agreement, dated as of June 28, 2021 (as amended on November 30, 2021, January 10, 2022 and January 25, 2022). ( 2 )Reflects 3,086,790 shares held by Lone Investment Holdings, LLC ("LIH"). Mr. Blend is the manager of LIH, and may be deemed to have voting and dispositive power over the shares held by LIH. Mr. Blend disclaims beneficial ownership in the shares held by LIH except to the extent of his pecuniary interest therein. ( 3 )The shares are represented by restricted stock units ("RSUs") granted to the reporting person in connection with the Business Combination and which vest upon the first to occurrence of: (a) the first trading day on which the volume weighted average price of the Company's Class A common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or (b) a Change of Control (as defined in the Business Combination Agreement), in which the valuation of the Company's Class A common stock is equal to or in excess of $12.50 per share, during the five-year period following the closing of the Business Combination.

Remarks: This Form 4/A restates in its entirety the Form 4 filed on February 1, 2022, (the "Original Form 4"),which mistakenly reported that the reporting person beneficially owned (i) 3,537,147 shares of Class A common stock, 7,945,580 shares of Class C common stock (and an equal number of associated Class B Common Units) and 500,000 warrants to purchase Class A common stock held by Lone Star Friends Trust, (ii) 592,514 shares of Class A common stock and 251,379 shares of Class C common stock (and an equal number of associated Class B Common Units) held by the Dante Jacob Blend Trust and (iii) 592,514 shares of Class A common stock and 251,379 shares of Class C common stock (and an equal number of associated Class B Common Units) held by the Nola Delfina Blend Trust. The Original Form 4 also (i) excluded the reporting person's indirect beneficial ownership in 3,086,790 shares of Class A common stock held by LIH, over which shares the reporting person has voting and dispositive power, and (ii) mistakenly indicated that the 725,000 shares of Class A common stock represented by RSUs were granted on January 27, 2022 in the form of indirect beneficial ownership instead of January 28, 2022 in the form of direct beneficial ownership.

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).

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