Item 3.02. Unregistered Sales of Equity Securities.
Since the date of the most recently filed Current Report on Form
8-K by Grayscale Bitcoin
Trust (BTC) (the “Trust”), the Trust issued 7,116,500 Shares at
varying prices determined by reference to its Bitcoin Holdings per
Share to selected “accredited investors,” within the meaning of
Rule 501 of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”), in private placement transactions
exempt from the registration requirements of the Securities Act
pursuant to Rule 506(c) thereunder for an aggregate of
6,883.08595469 Bitcoins representing $69,169,852. Genesis Global
Trading, Inc. (“Genesis”) acted as the Authorized Participant with
respect to these distributions. As a result, there are 299,849,600
Shares issued and outstanding as of February 14, 2020.
Because Shares have been, and continue to be, created and issued on
a periodic basis, a “distribution,” as such term is used in the
Securities Act, may be occurring from time to time. As a result,
Genesis, as Authorized Participant facilitating the creation of
Shares and as Distributor and Marketer, may be deemed an
“underwriter” under Section 2(a)(11) of the Securities Act. No
underwriting discounts or commissions were paid to Genesis with
respect to such sales.
Item 8.01. Other Events
On February 12, 2020, the sole member of Grayscale
Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Bitcoin
Trust (BTC) (the “Trust”), formed a board of directors of the
Sponsor (the “Board”) and delegated to the Board all of its
authority to manage and direct the affairs of the Sponsor. The
Board initially consists of Barry E. Silbert, Simcha Wurtzel and
Michael Sonnenshein. It is expected that each of Messrs. Silbert,
Wurtzel and Sonnenshein will serve on at least one committee of the
Board, which have yet to be established. Messrs. Silbert, Wurtzel
and Sonnenshein are also officers of the Sponsor and will retain
the authority granted to them as officers under the limited
liability company agreement of the Sponsor, including the
management functions of the Sponsor.
Barry E. Silbert, Chairman and Chief Executive
Barry E. Silbert, 43, is the founder and Chief Executive Officer of
the Sponsor. Mr. Silbert is also the founder and Chief
Executive Officer of Digital Currency Group, Inc. (“DCG”), a global
enterprise that builds, buys, and invests in blockchain companies
all over the world. DCG is the parent company of the Sponsor, the
Authorized Participant, as well as CoinDesk.
A pioneer in Bitcoin investing, Mr. Silbert began buying
Bitcoin in 2012 and quickly established himself as one of the
earliest and most active investors in the industry.
Mr. Silbert founded DCG in 2015 and today, DCG sits at the
epicenter of the blockchain industry, backing more than 150
companies across 30 countries, including Coinbase, Ripple, and
Chainalysis. DCG also invests directly in digital currencies and
other digital assets.
Prior to leading DCG, Mr. Silbert was the founder and CEO of
SecondMarket, a technology company that was acquired by Nasdaq.
Mr. Silbert has received numerous accolades for his leadership
including Entrepreneur of the Year by both EY and Crain’s, and
being selected to Fortune’s “40 under 40” list.
Before becoming an entrepreneur, Mr. Silbert worked as an
investment banker. He graduated with honors from the Goizueta
Business School of Emory University.
Simcha Wurtzel, Board Member and Vice President,
Simcha Wurtzel, 38, is the Vice President, Finance of the Sponsor.
Mr. Wurtzel previously served as Vice President, Finance and
Controller of the Sponsor from May 2013 to April 2018. In addition
to his role at the Sponsor, Mr. Wurtzel is the Vice President
of Finance of Digital Currency Group, Inc. From 2007 to 2015, he
served as the Financial and Operations Principal for DCG Holdco,
Inc. (formerly known as SecondMarket Holdings, Inc.).
Mr. Wurtzel holds a B.S. degree in accounting from Touro
College, New York.