Filing Details

CUSIP No. 05581M 107

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CIII Holdings LLC

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)   ¨

(b)   ¨

3.

SEC USE ONLY 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION 

Delaware

NUMBER OF

5.

SOLE VOTING POWER

72,645,804

SHARES
BENEFICIALLY
OWNED BY

6.

SHARED VOTING POWER 

0

EACH REPORTING
PERSON WITH

7.

SOLE DISPOSITIVE POWER 

72,645,804

8.

SHARED DISPOSITIVE POWER 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

72,645,804

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.58%

12.

TYPE OF REPORTING PERSON (see instructions)

CO

CUSIP No. 05581M 107

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(a)

Name of Issuer

BTCS Inc.

(b)

Address of Issuers Principal Executive Offices

1901 N Moore St, Suite 700 | Arlington, VA, 22209 | (248) 764-1084

(a)

Name of Person Filing

CIII Holdings LLC

(b)

Address of the Principal Office or, if none, residence

65 Comstock Hill Road, Norwalk, CT, 06850

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common Stock, par value $0.001

(e)

CUSIP Number

05581M 107

(a)

¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

¨

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

¨

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

CUSIP No. 05581M 107

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(a)

Amount beneficially owned: 72,645,804

(b)

Percent of class: 8.58%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote______72,645,804____.

(ii)

Shared power to vote or to direct the vote__________. 

(iii)

Sole power to dispose or to direct the disposition of_____72,645,804_____.

(iv)

Shared power to dispose or to direct the disposition of__________.

(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 05581M 107

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