Item 3.02 Unregistered Sales of Equity Securities.

Since September 30, 2019 to January 24, 2020, Grayscale Bitcoin Trust (BTC) (the "Trust") issued 42,796,900 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 41,566.70702799 Bitcoins representing $345,679,941. Genesis Global Trading, Inc. ("Genesis") acted as the Authorized Participant with respect to these distributions. As a result, there are 287,748,400 Shares issued and outstanding as of January 24, 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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