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 4,323,800 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
4,179.73747500 Bitcoins representing $40,991,809. Genesis Global Trading, Inc.
("Genesis") acted as the Authorized Participant with respect to these
distributions. As a result, there are 304,173,400 Shares issued and outstanding
as of February 27, 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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses