Filing Details

Accession Number:
0001062993-24-012096
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-06-06 17:48:24
Reporting Period:
2024-06-04
Accepted Time:
2024-06-06 17:48:24
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1819989 Cipher Mining Inc. CIFR Finance Services (6199) 851614529
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1884407 B.v. Holdco Top Bitfury Strawinskylaan 3051
Amsterdam P7 1077 ZX
No No Yes No
1887811 Valerijis Vavilovs Strawinskylaan 3051
Amsterdam P7 1077 ZX
No No Yes No
1887845 Ltd Holding V3 4Th Fl Harbour Pl 103 S Church St, 10240
George Town E9 KY1-1002
No No Yes No
1887853 B.v. Holding Bitfury Strawinskylaan 3051
Amsterdam P7 1077 ZX
No No Yes No
1887872 Ltd Group Bitfury 6Th Floor One London Wall
London X0 EC2Y 5EB
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2024-06-04 302,841 $3.77 116,709,261 No 4 S Indirect See Footnote
Common Stock Disposition 2024-06-05 299,953 $3.91 116,409,308 No 4 S Indirect See Footnote
Common Stock Disposition 2024-06-06 298,950 $4.16 116,110,358 No 4 S Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnote
No 4 S Indirect See Footnote
No 4 S Indirect See Footnote
Footnotes
  1. The price reported in Column 4 represents a weighted average sales price of $3.7655. These shares were sold in multiple transactions at prices ranging from $3.59 to $3.95, inclusive. The reporting person undertakes to provide to Cipher Mining Inc., any security holder of Cipher Mining Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in footnotes 1 through 3 of this Form 4.
  2. The price reported in Column 4 represents a weighted average sales price of $3.9145. These shares were sold in multiple transactions at prices ranging from $3.75 to $4.045, inclusive.
  3. The price reported in Column 4 represents a weighted average sales price of $4.16. These shares were sold in multiple transactions at prices ranging from $4.05 to $4.35, inclusive.
  4. The sales reported on this Form 4 were made from the share reserve previously disclosed in Amendment No. 5 to Schedule 13D filed by the Reporting Persons on May 16, 2024. Following the sales reported on this Form 4, the Reporting Persons expect to sell approximately 6.5 million additional shares from the share reserve, subject to market conditions and other matters, as previously reported.
  5. Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") is the record holder of 60,974,314 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 50,314,484 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued]
  6. [Cont.] As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo., and Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.