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
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
Barry E. Silbert, Chairman and Chief Executive Officer
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
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, Finance
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.
Michael Sonnenshein, Board Member and Managing Director
Michael Sonnenshein, 33, is the Managing Director of the Sponsor. In this role,
Mr. Sonnenshein oversees the daily operations and growth of the business and its
$2.5 billion in assets under management. Mr. Sonnenshein is responsible for
maintaining many of the firm's key client relationships including family
offices, hedge funds, and other institutions as well as managing the development
of the Sponsor's single-asset and diversified digital currency products. From
2015 to 2017, Mr. Sonnenshein was Director of Sales & Business Development for
the Sponsor. From 2014 to 2015, Mr. Sonnenshein served as an Account Executive
for the Sponsor. Prior to joining the Sponsor, Mr. Sonnenshein was a financial
advisor at JP Morgan Securities, covering HNW individuals and institutions, and
an analyst at Barclays Wealth, providing coverage to middle-market hedge funds
and institutions. Mr. Sonnenshein earned his Bachelor of Business Administration
from the Goizueta Business School at Emory University and his Master of Business
Administration from the Leonard N. Stern School of Business at New York
University. Mr. Sonnenshein was honored in 2018 as one of Business Insider's
Rising Stars of Wall Street and serves as a member of the CME Group Bitcoin
Futures Council and NYU Blockchain Association.
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