Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Bitfury Top HoldCo B.V.
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2. Issuer Name and Ticker or Trading Symbol
Cipher Mining Inc. [CIFR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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STRAWINSKYLAAN 3051
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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AMSTERDAM
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P7
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1077 ZX
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bitfury Top HoldCo B.V.
STRAWINSKYLAAN 3051
AMSTERDAM, P71077 ZX
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X
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V3 Holding Ltd
4TH FL HARBOUR PL 103 S CHURCH ST, 10240
GEORGE TOWN, E9KY1-1002
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X
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Bitfury Holding B.V.
STRAWINSKYLAAN 3051
AMSTERDAM, P71077 ZX
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X
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Vavilovs Valerijis
STRAWINSKYLAAN 3051
AMSTERDAM, P71077 ZX
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X
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Bitfury Group Ltd
6TH FLOOR ONE LONDON WALL
LONDON, X0EC2Y 5EB
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X
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Signatures
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Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren
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2024-06-12
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**Signature of Reporting Person
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Date
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Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren
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2024-06-12
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**Signature of Reporting Person
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Date
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Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs
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2024-06-12
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**Signature of Reporting Person
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Date
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Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs
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2024-06-12
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**Signature of Reporting Person
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Date
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Valerijs Vavilovs, By: /s/ Valerijs Vavilovs
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2024-06-12
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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The price reported in Column 4 represents a weighted average sales price of $4.2109. These shares were sold in multiple transactions at prices ranging from $3.99 to $4.39, inclusive. The reporting person undertakes to provide to Cipher Mining Inc., any security holder of Cipher Mining Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in footnotes 1 through 3 of this Form 4.
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(2)
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The price reported in Column 4 represents a weighted average sales price of $4.0746. These shares were sold in multiple transactions at prices ranging from $3.95 to $4.20, inclusive.
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(3)
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The price reported in Column 4 represents a weighted average sales price of $4.5828. These shares were sold in multiple transactions at prices ranging from $4.32 to $4.74, inclusive.
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(4)
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The sales reported on this Form 4 were made from the share reserve previously disclosed in Amendment No. 5 to Schedule 13D filed by the Reporting Persons on May 16, 2024. Following the sales reported on this Form 4, the Reporting Persons expect to sell approximately 5.5 million additional shares from the share reserve, subject to market conditions and other matters, as previously reported.
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(5)
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Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") is the record holder of 60,009,684 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 50,314,484 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued]
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(6)
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[Cont.] 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., and Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.
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