FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bitfury Top HoldCo B.V.
2. Issuer Name and Ticker or Trading Symbol

Cipher Mining Inc. [ CIFR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

STRAWINSKYLAAN 3051, 
3. Date of Earliest Transaction (MM/DD/YYYY)

4/8/2022
(Street)

AMSTERDAM, P7 1077 ZX
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 4/8/2022  J(1)(2)  2890173 (1)(2)D$3.46 (1)(2)203109827 I See Footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Pursuant to the Waiver Agreement, dated as of April 8, 2022 (the "Waiver"), by and among Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo"), Cipher Mining Inc. (the "Issuer") and, solely with respect to certain sections of the Waiver, Cipher Mining Technologies Inc. ("Cipher Mining"), the Issuer cancelled on its stock records 2,890,173 shares (the "Cancelled Shares") of its common stock, par value $0.001 per share ("Common Stock"), held by Bitfury Top HoldCo in an amount equal to $3.46 per share of Common Stock in full satisfaction of certain of Bitfury Top HoldCo's obligations to Cipher Mining in an amount equal to $10,000,000.
(2) (Continued from footnote 1) Under that certain Lock-up Agreement, dated as of August 26, 2021 (the "Bitfury Lock-up Agreement"), by and between Good Works Acquisition Corp. ("Good Works") and Bitfury Top HoldCo, the Cancelled Shares were part of the tranche of Lock-Up Shares (as defined in the Bitfury Lock-up Agreement) with a Lock-Up Period (as defined in the Bitfury Lock-up Agreement) during the period beginning on the date that is eighteen months after the Closing Date (as defined in the Bitfury Lock-up Agreement) and ending on the date that is two years after the Closing Date.
(3) Bitfury Holding B.V. ("Bitfury Holding") is the record holder of 6,000,000 shares of Common Stock. Bitfury Top HoldCo B.V. is the record holder of 197,109,827 shares of Common Stock and is the sole owner of Bitfury Holding. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding. Valerijs Vavilovs is the sole owner of V3 Holding Limited ("V3"), which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Bitfury Top HoldCo B.V.
STRAWINSKYLAAN 3051
AMSTERDAM, P7 1077 ZX

X

V3 Holding Ltd
4TH FLOOR HARBOUR PLACE, 103 SOUTH
CHURCH STREET, PO BOX 10240
GEORGE TOWN, GRAND CAYMAN, E9 KY1-1002

X

Vavilovs Valerijis
STRAWINSKYLAAN 3051
AMSTERDAM, P7 1077 ZX

X

Bitfury Group Ltd
6TH FLOOR ONE LONDON WALL
LONDON, X0 EC2Y 5EB

X


Signatures
Olegs Blinkovs, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Olegs Blinkovs4/12/2022
**Signature of Reporting PersonDate

Olegs Blinkovs, Director of Bitfury Group Limited, By: /s/ Olegs Blinkovs4/12/2022
**Signature of Reporting PersonDate

Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs4/12/2022
**Signature of Reporting PersonDate

Valerijs Vavilovs, By: /s/ Valerijs Vavilovs4/12/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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