Lone Star Friends Trust Amends System1 (SST) Ownership Filing

TL;DR

**Lone Star Friends Trust updated its System1 (SST) ownership, signaling a potential shift in its stake.**

AI Summary

Lone Star Friends Trust, a significant shareholder in System1, Inc., filed an amendment to its Schedule 13D on January 5, 2024, indicating a change in its beneficial ownership. The filing lists Stanley Blend as the person authorized to receive notices for the trust, with the event requiring this filing occurring on December 4, 2023. This matters to investors because changes in ownership by large institutional holders like Lone Star Friends Trust can signal shifts in confidence or strategy regarding System1, Inc.'s stock.

Why It Matters

Changes in major shareholder filings can indicate a shift in a large investor's position, potentially influencing market perception and stock price.

Risk Assessment

Risk Level: low — This filing is an amendment to an existing ownership disclosure and does not inherently indicate a high-risk event, but rather a change in reporting.

Analyst Insight

Investors should monitor subsequent filings from Lone Star Friends Trust to understand the nature of the change in beneficial ownership and its potential implications for System1, Inc.'s stock.

Key Players & Entities

• Lone Star Friends Trust (company) — the filing person and a significant shareholder of System1, Inc.
• System1, Inc. (company) — the issuer of the Class A Common Stock
• Stanley Blend (person) — authorized to receive notices and communications for Lone Star Friends Trust
• December 4, 2023 (date) — date of the event requiring the filing
• $0.0001 (dollar_amount) — par value per share of System1, Inc. Class A Common Stock

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securitie
• $1,250,000 — ted, for an aggregate purchase price of $1,250,000. The source of the funds for this purch

Filing Documents

• system1-sc13dablend_lsftxf.htm (SC 13D/A) — 78KB
• image_0.jpg (GRAPHIC) — 0KB
• 0001805833-24-000006.txt ( ) — 80KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby supplemented by the following

Item 3 of the Schedule 13D is hereby supplemented by the following On November 22, 2023, Lone Star distributed 1,000,000 Class B Units of S1 Holdco (and the corresponding same number of shares of Class C Common Stock of the Issuer) to Michael Blend, the CEO and co-founder of the Issuer, and his spouse, as beneficiaries of Lone Star, for no consideration. Michael Blend and his spouse promptly gifted 500,000 Class B Units of S1 Holdco (and the corresponding same number of shares of Class C Common Stock of the Issuer) to each of the Dante Trust and the Nola Trust, for a total gift of 1,000,000 Class B Units of S1 Holdco (and the corresponding same number of shares of Class C Common Stock of the Issuer). As a result of these transactions, Lone Star experienced a decrease in direct beneficial ownership interest in the Class A Common Stock, and Stanley Blend had a change from one form of indirect beneficial ownership regarding these securities to another form of indirect beneficial ownership interest in these securities. On December 4, 2023, the Issuer filed a Form 8-K in connection with its sale of Total Security Limited and reported a decrease in its total Class A common stock outstanding by 29.1 million shares. As a result of a reduction in the number of outstanding shares of Class A Common Stock, the Reporting Persons' beneficial ownership percentage of Class A Common Stock increased from its ownership as reported in Amendment No. 2. On December 15, 2023, Lone Star purchased 880,281 shares of the Issuer's Class A Common Stock in a privately negotiated arm's length transaction from another existing holder of the Issuer's Class A common stock in a transaction that was not conducted through the exchange on which the Issuer's securities are listed, for an aggregate purchase price of $1,250,000. The source of the funds for this purchase was cash on hand held by Lone Star at the time of purchase.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and restated in its entirety to read as follows

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows (a) See responses to Item 13 on the cover pages of this filing, which are incorporated herein by reference. Stanley Blend beneficially owns directly or indirectly in the aggregate 16,321,493 shares of Class A Common Stock, representing 22% beneficial ownership percentage of Class A Common Stock, and Lone Star directly beneficially owns 13,588,340 shares of Class A Common Stock, representing 18.7% beneficial ownership percentage of Class A Common Stock. Mr. Blend disclaims beneficial ownership in these shares except to the extent of any pecuniary interest therein (if any). Calculations of the percentage of the shares of Common Stock beneficially owned are based on 65,653,118 shares of Class A Common Stock outstanding as of December 4, 2023, as provided to us by the Issuer, plus as to Stanley Blend, 8,477,861 Class B Units of S1 Holdco (and the corresponding same number of shares of Class C Common Stock of the Issuer) collectively held by the Blend Trusts, and as to Lone Star, 6,975,103 Class B Units of S1 Holdco (and the corresponding same number of shares of Class C Common Stock of the Issuer). (b) Stanley Blend has sole voting and dispositive control of the 16,321,493 shares reported herein, but disclaims beneficial ownership in these shares except to the extent of any pecuniary interest therein (if any). (c) Except as described in Item 3, the Reporting Persons have not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Schedule 13D. (d) No other person is known to have the right to receive (other than trust beneficiaries) or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Class A Common Stock beneficially owned by any of the Reporting Persons. (e) Not applicable.

Exhibits

Item 7. Exhibits A. Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed). Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated January 4, 2024 LONE STAR FRIENDS TRUST By s Stanley Blend Name Stanley Blend Title Trustee STANLEY BLEND s Stanley Blend ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). Exhibit(s) A. Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

View Full Filing

View this SC 13D/A filing on SEC EDGAR