Current Report Filing (8-k)
December 16 2020 - 04:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
of 1934
December 11, 2020
Date of report (Date of earliest event reported)
Grayscale Bitcoin Trust (BTC)
(Exact name of registrant as specified in its charter)
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Delaware
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000-56121
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46-7019388
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(IRS Employer Identification No.)
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250 Park Avenue South
New York, New York 10003
(Address of Principal Executive Offices) (Zip Code)
(212) 668-1427
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
Since the sales reported on the most recently filed Current Report
on Form 8-K by Grayscale Bitcoin Trust (BTC) (the “Trust”), the
Trust issued 15,359,500 Shares at varying prices determined by
reference to its Digital Asset 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 14,610.04971267 Bitcoins
representing $267,682,311. Genesis Global Trading, Inc. (“Genesis”)
acted as the Authorized Participant with respect to these
distributions. As a result, there are 594,802,500 Shares issued and
outstanding as of December 15, 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Date: December 16, 2020
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Grayscale Investments, LLC
as Sponsor of Grayscale Bitcoin Trust (BTC)*
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By:
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/s/ Barry E. Silbert
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Barry E. Silbert
Chief Executive Officer
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*
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As the Registrant is a trust, this report is being filed on behalf
of the Registrant by Grayscale Investments, LLC, only in its
capacity as the sponsor of the Registrant. The identified person
signing this report is signing in his capacity as an authorized
officer of Grayscale Investments, LLC.
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