Filing Details
- Accession Number:
- 0001415889-25-009808
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-04-02 21:08:46
- Reporting Period:
- 2024-11-14
- Filing Date:
- 2025-04-02
- Accepted Time:
- 2025-04-02 21:08:46
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1769628 | Coreweave Inc. | CRWV | Services-Prepackaged Software (7372) | 823060021 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 2058067 | M Brian Venturo | C/O Coreweave, Inc. 290 West Mt. Pleasant Avenue, Suite 4100 Livingston NJ 07039 | Chief Strategy Officer | No | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2025-03-31 | 123,820 | $0.00 | 123,820 | No | 4 | C | Direct | |
| Class A Common Stock | Acquisiton | 2024-11-14 | 216,000 | $0.00 | 216,000 | No | 4 | C | Direct | |
| Class A Common Stock | Acquisiton | 2024-11-14 | 216,000 | $0.00 | 216,000 | No | 4 | C | Indirect | By Spouse |
| Class A Common Stock | Acquisiton | 2024-11-14 | 1,163,000 | $0.00 | 1,163,000 | No | 4 | C | Indirect | West Clay Capital LLC |
| Class A Common Stock | Disposition | 2024-11-14 | 216,000 | $47.00 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-11-14 | 216,000 | $47.00 | 0 | No | 4 | S | Indirect | By Spouse |
| Class A Common Stock | Disposition | 2024-11-14 | 1,163,000 | $47.00 | 0 | No | 4 | S | Indirect | West Clay Capital LLC |
| Class A Common Stock | Acquisiton | 2025-02-14 | 24,700 | $0.00 | 24,700 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2025-02-14 | 24,700 | $0.00 | 0 | No | 4 | G | Direct | |
| Class A Common Stock | Acquisiton | 2025-02-14 | 24,700 | $0.00 | 24,700 | No | 4 | C | Indirect | By Spouse |
| Class A Common Stock | Disposition | 2025-02-14 | 24,700 | $0.00 | 0 | No | 4 | G | Indirect | By Spouse |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | C | Direct | |
| No | 4 | C | Indirect | By Spouse |
| No | 4 | C | Indirect | West Clay Capital LLC |
| No | 4 | S | Direct | |
| No | 4 | S | Indirect | By Spouse |
| No | 4 | S | Indirect | West Clay Capital LLC |
| No | 4 | C | Direct | |
| No | 4 | G | Direct | |
| No | 4 | C | Indirect | By Spouse |
| No | 4 | G | Indirect | By Spouse |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Series A Preferred | Disposition | 2025-03-31 | 123,820 | $0.00 | 123,820 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2024-11-14 | 216,000 | $0.00 | 216,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2024-11-14 | 216,000 | $0.00 | 216,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2024-11-14 | 1,163,000 | $0.00 | 1,163,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2025-02-14 | 24,700 | $0.00 | 24,700 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2025-02-14 | 24,700 | $0.00 | 24,700 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2025-02-28 | 2,000,000 | $0.00 | 2,000,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2025-02-28 | 2,000,000 | $0.00 | 2,000,000 | $0.00 |
| Class A Common Stock | Restricted Stock Units | Acquisiton | 2025-03-13 | 278,260 | $0.00 | 278,260 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Direct | ||
| 18,308,700 | No | 4 | C | Direct | ||
| 2,026,600 | No | 4 | C | Indirect | ||
| 2,837,000 | No | 4 | C | Indirect | ||
| 18,284,000 | No | 4 | C | Direct | ||
| 2,001,900 | No | 4 | C | Indirect | ||
| 14,284,000 | No | 4 | G | Direct | ||
| 2,001,900 | No | 4 | G | Indirect | ||
| 278,260 | No | 4 | A | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 286,000 | Indirect | YOLO APV Trust |
| Class A Common Stock | 286,000 | Indirect | YOLO ECV Trust |
| Class A Common Stock | 22,500 | Indirect | See Footnote |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 6,837,000 | 6,837,000 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 5,500,000 | 5,500,000 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 2,000,000 | 2,000,000 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 4,271,000 | 4,271,000 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 6,837,000 | 6,837,000 | Indirect | |
| 5,500,000 | 5,500,000 | Indirect | |
| 2,000,000 | 2,000,000 | Indirect | |
| 4,271,000 | 4,271,000 | Indirect |
Footnotes
- Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering ("IPO") of its Class A Common Stock, each share of Series A Convertible Preferred Stock automatically converted into shares of Class A Common Stock at a ratio of 1-for-1. The securities have no expiration date.
- The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Issuer's IPO, and the transaction is reported herein pursuant to Rule 16a-2(a). All numbers of shares and prices set forth in this Form 4 have been adjusted to reflect a one for twenty forward stock split of all classes of the Issuer's capital stock effected on March 14, 2025.
- Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.
- The reported securities are directly held by the reporting person's spouse.
- The reported securities are directly held by West Clay Capital LLC ("West Clay"), of which the reporting person is the managing member.
- On November 14, 2024, the reporting person, his spouse, and West Clay sold shares of the Issuer's Class A Common Stock in an Issuer-sponsored tender offer. These pre-IPO transactions represent a reduction in the reporting person's direct and indirect beneficial ownership.
- On February 14, 2025, the reporting person and his spouse each transferred, as gifts exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class A Common Stock. Both transactions represent gifts to individuals outside the reporting person's household. These pre-IPO transactions represent reductions in the reporting person's direct and indirect beneficial ownership.
- The reported securities are directly held by the YOLO APV Trust (the "APV Trust"), an irrevocable trust with a third-party trustee, of which the reporting person's minor child is beneficiary. The reporting person has the power to remove and replace the APV Trust's trustee.
- The reported securities are directly held by the YOLO ECV Trust (the "ECV Trust"), an irrevocable trust with a third-party trustee, of which the reporting person's minor child is beneficiary. The reporting person has the power to remove and replace the ECV Trust's trustee.
- The reported securities are directly held by the Estate of Patricia Shafi (the "Estate"). A member of the reporting person's household serves as executor of the Estate and in such capacity exercises voting and investment discretion over securities held by the Estate. The reporting person disclaims beneficial ownership of such securities for purposes of Section 16 of the Exchange Act except to the extent of his pecuniary interest, if any.
- On February 28, 2025, the reporting person transferred to his spouse, as a gift exempt under Rule 16b-5, for no consideration, shares of the Issuer's Class B Common Stock. This pre-IPO transaction represents a reduction in the reporting person's direct beneficial ownership.
- For clarity, on February 28, 2025, the reporting person and his spouse also transferred 2,000,000 shares of Class B Common Stock each to West Clay, as additional pro rata contributions to capital. The reporting person believes that the transfers to West Capital constituted a mere change in form of beneficial ownership of the shares, exempted from reporting by Rule 16a-13 under the Exchange Act. For avoidance of doubt, the totals reported in Column 9 of Table II reflect ownership after such capital contributions.
- Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- This restricted stock unit award represents an equity security previously reported on the reporting person's Form 3, which was acquired through an exempt transaction with the Issuer.
- The award was granted subject to a performance-based vesting condition which was satisfied in connection with the Issuer's IPO, as well as a service-based vesting schedule. The award shall vest as to 1/16 of the total award quarterly on the last day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche vesting on June 30, 2025.
- These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
- The reported securities are directly held by 2023 Venturo Family GRAT dated June 30, 2023, of which the reporting person is the sole trustee and beneficiary.
- The reported securities are directly held by Venturo Family 2024 Friends and Family GRAT, of which the reporting person is the sole trustee and beneficiary.
- The reported securities are directly held by Venturo Family GST Exempt Trust dated June 30, 2023 (the "GST Trust"). The reporting person's spouse is trustee of the GST Trust and his spouse and minor children are beneficiaries.
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