SC 13D/A 1 brhc10038569_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

System1, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

87200P109

(CUSIP Number)

Michael L. Gravelle

c/o Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 6, 2022

(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).

CUSIP No. 87200P109

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	Trasimene Trebia, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,722,235 (1)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,722,235 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,722,235 (1)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.9% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) See Item 5.

CUSIP No. 87200P109

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	Trasimene Trebia, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,775,595 (1)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,775,595 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,775,595 (1)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.0% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) See Item 5.

CUSIP No. 87200P109

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	Trasimene Capital Management, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			4,826,303 (1)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			4,826,303 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,826,303 (1)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.3% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) See Item 5.

CUSIP No. 87200P109

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	William P. Foley, II

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			6,601,898 (1)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			6,601,898 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,601,898 (1)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.3% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) See Item 5.

This Amendment No. 2 (“Amendment No. 2”) amends the statement on Schedule 13D originally filed by Trasimene Trebia, LP, Trasimene Trebia, LLC and William P. Foley, II on February 7, 2021 and amended on April 20, 2022 (“Amendment No. 1” 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”). Unless otherwise indicated, each defined term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is amended and restated as follows:

This Schedule 13D is being filed jointly by the following persons or entities (collectively, the “Reporting Persons” and each individually a “Reporting Person”):

Trasimene Trebia, LP a Delaware limited partnership (“Trasimene”);

Trasimene Trebia, LLC, a Delaware limited liability company (“Trasimene GP”);

Trasimene Capital Management, LLC, a Delaware limited liability company (“TCM”); and

William P. Foley, II, a United States citizen.

Mr. Foley is the managing member of Trasimene GP, which is the general partner of Trasimene. Mr. Foley is the managing member of TCM and his principal employment is the management of TCM. The principal business of Trasimene and Trasimene GP is that of holding companies. The principal business of TCM is actively managing and operating a group of companies and investments for Cannae Holdings, Inc.

The address of the principal business office of the Reporting Persons is 1701 Village Center Circle, Las Vegas, Nevada 89134.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a joint filing agreement among the Reporting Persons is attached as Exhibit 99.1 to this Schedule 13D and incorporated herein by reference.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is supplemented as follows:

The information set forth in Item 4 of this Amendment No. 2 is incorporated herein by reference.

Item 4.

Purpose of the Transaction.

Item 4 of the Schedule 13D is supplemented as follows:

On June 6, 2022, Trasimene distributed 53,360 shares of Class A common stock and 4,826,303 shares of Class A common stock to Trasimene GP and TCM, respectively, which distributions were made on a pro-rata basis for no additional consideration in accordance with Trasimene’s limited partnership agreement.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is supplemented as follows:

The responses set forth on rows 7 through 13 of the cover pages of this Amendment No. 2 are incorporated by reference in this Item 5. The beneficial ownership information that follows is as of June 8, 2022, based on 90,566,172 shares of Class A common stock outstanding as of May 17, 2022, as reported by the Issuer in its Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on May 19, 2022.

(a) and (b) As of June 8, 2022, Mr. Foley beneficially owned an aggregate of 6,601,898 shares of Class A common stock (comprised of 1,722,235 shares of Class A Common Stock directly held by Trasimene, 53,360 shares of Class A Common Stock directly held by Trasimene GP, and 4,826,303 shares of Class A Common Stock directly held by TCM), which represents an aggregate 7.3% of the outstanding Class A common stock. None of the Reporting Persons beneficially own any of the 22,077,319 shares of Class C common stock, par value $0.0001 per share, of the Issuer (the “Class C common stock”) outstanding as of March 31, 2022 (such outstanding shares based on information provided by the Issuer in its Form 10-Q filed with the SEC on May 19, 2022). 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’s common stockholders. Accordingly, as of June 8, 2022, the shares of Class A common stock beneficially owned by Mr. Foley had a total voting power of 5.9%.

By virtue of the Shareholders Agreement, Trasimene, BGPT Trebia LP, Cannae Holdings, LLC, 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 Reporting Persons expect that each of the other members of the Group have or will file their own Schedule 13Ds to report the shares of Class A common stock that they beneficially own. Each Reporting Person expressly disclaims 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.

(c) Other than as disclosed in this Amendment No. 2, none of the Reporting Persons effected transactions in the Class A common stock since the filing of Amendment No. 1.

(d) Under certain circumstances, partners or members of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A common stock owned by such Reporting Persons.

(e) Not applicable.

Item 7.

Material to Be Filed as Exhibits

Exhibit No.	Description
99.1	Joint Filing Agreement, dated June 8, 2022, by and among Trasimene Trebia, LP, Trasimene Trebia, LLC, Trasimene Capital Management, LLC and William P. Foley, II (filed herewith)

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: June 8, 2022	TRASIMENE TREBIA, LP

	By: /s/ Michael L. Gravelle
	Name:	Michael L. Gravelle
	Title:	General Counsel and Corporate Secretary

	TRASIMENE TREBIA, LLC

	By: /s/ Michael L. Gravelle
	Name:	Michael L. Gravelle
	Title:	Corporate Secretary

	TRASIMENE CAPITAL MANAGEMENT, LLC

	By: /s/ Michael L. Gravelle
	Name:	Michael L. Gravelle
	Title:	Chief Compliance Officer

	WILLIAM P. FOLEY, II

	By: /s/ Michael L. Gravelle
	Name:	Michael L. Gravelle
	Title:	Attorney-in-Fact for William P. Foley, II

SEC Form SC 13D/A filed by System1 Inc. (Amendment)