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 4,984,700 Shares
at a price 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 4,825.66713426 Bitcoins
representing $40,423,407. Genesis Global Trading, Inc. ("Genesis") acted as the
Authorized Participant with respect to these distributions. As a result, there
are 292,733,100 Shares issued and outstanding as of January 25, 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.
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