Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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System1, Inc. (Name of Issuer) |
Class A common stock, part value $0.0001 per share (Title of Class of Securities) |
87200P109 (CUSIP Number) |
Bryan D. Coy c/o Cannae 1701 Village Center Circle, Las Vegas, NV, 89134 702-323-7330 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 87200P109 |
| 1 |
Name of reporting person
Cannae Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,012,794.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 87200P109 |
| 1 |
Name of reporting person
Cannae Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,012,794.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This Amendment No. 7 ("Amendment No. 7") amends the statement on Schedule 13D originally filed by Cannae Holdings, Inc. ("CHI") and Cannae Holdings, LLC ("CHL") (each individually a "Reporting Person" and collectively, the "Reporting Persons") on February 7, 2022, and amended on April 21, 2022, May 23, 2022, March 14, 2023, November 17, 2023, December 4, 2023 and March 15, 2024 ("Amendment No. 6" and as amended thereafter from time to time, the "Schedule 13D") and relates to the Class A common stock, par value $0.0001 per share ("Class A common stock"), of System1, Inc. (the "Issuer" or the "Company"). Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each defined term used but not defined in this Amendment No. 7 shall have the meaning assigned to such term in the Schedule 13D.On March 10, 2025, the Issuer filed its Annual Report on Form 10-K and reported an increase in its total Class A common stock outstanding. As a result, the Reporting Persons ownership changed by more than one percent from its ownership reported in Amendment No. 6.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A common stock, part value $0.0001 per share |
| (b) | Name of Issuer:
System1, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4235 Redwood Avenue, Marina Del Rey,
CALIFORNIA
, 90066. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is supplemented as follows:Information as of March 21, 2025 with respect to the Schedule A Persons is set forth on Schedule A hereto and is incorporated herein by reference.The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Amendment No. 7, as of the date of this Amendment No. 7, are incorporated herein by reference.The calculation in this Amendment No. 7 of the percentage of Class A common stock outstanding beneficially owned by a Reporting Person or a Schedule A Person is based on 74,510,018 shares of Class A common stock outstanding as of February 28, 2025, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2025.As of the date of this Amendment No. 7, the Reporting Persons beneficially owned an aggregate of 27,012,794 shares of Class A common stock directly held by CHL, which represents approximately 36.3% of the outstanding Class A common stock.None of the Reporting Persons beneficially own any of the 18,703,676 shares of Class C common stock, par value $0.0001 per share, of the Issuer (the "Class C common stock") outstanding as of February 28, 2025 (such outstanding shares based on information reported by the Issuer in its Annual Report on Form 10-K). Holders of Class A common stock and Class C common stock are entitled to cast one vote per share of Class A common stock or Class C common stock on each matter submitted to the Issuer stockholders. Accordingly, the shares of Class A common stock beneficially owned by the Reporting Persons had a total voting power of 29.0%.By virtue of the Shareholders Agreement, CHL, BGPT, Michael Blend, Chuck Ursini, Nick Baker, and Just Develop It Limited, may constitute a group (the "Group") within the meaning of Section 13(d) of the Exchange Act. The members of the Group are each filing separate Schedules 13Ds to report the shares of Class A common stock that they may be deemed to beneficially own. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A common stock that such Reporting Person may be deemed to beneficially own solely by reason of the Shareholders Agreement. |
| (b) | 27012794 |
| (c) | None of the Reporting Persons, or, to the knowledge of the Reporting Persons, any Schedule A Persons, has engaged in any transaction in any shares of Class A common stock during the past 60 days. |
| Item 7. | Material to be Filed as Exhibits. |
SCHEDULE A |
| 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.
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