Cipher Mining Inc.

12/18/2024 | Press release | Distributed by Public on 12/18/2024 15:25

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bitfury Top HoldCo B.V.
2. Issuer Name and Ticker or Trading Symbol
Cipher Mining Inc. [CIFR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
STRAWINSKYLAAN 3051 		3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024
(Street)
AMSTERDAM, P7 1077 ZX 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/16/2024 S 300,000 D $7.23(1) 97,820,557 I See Footnote(3)(4)
Common Stock 12/17/2024 S 250,000 D $7.42(2) 97,570,557 I See Footnote(3)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bitfury Top HoldCo B.V.
STRAWINSKYLAAN 3051
AMSTERDAM, P7 1077 ZX 		X
V3 Holding Ltd
4TH FL HARBOUR PL 103 S CHURCH ST, 10240
GEORGE TOWN, E9 KY1-1002 		X
Bitfury Holding B.V.
STRAWINSKYLAAN 3051
AMSTERDAM, P7 1077 ZX 		X
Vavilovs Valerijs
2102 CHEDDAR CHEESE TOWER, PO BOX 712650
DUBAI, C0 		X
Bitfury Group Ltd
FIELDFISHER RIVERBANK HOUSE, 2 SWAN LANE
LONDON, X0 EC4R 3TT 		X

Signatures

Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren 12/18/2024
**Signature of Reporting Person Date
Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren 12/18/2024
**Signature of Reporting Person Date
Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs 12/18/2024
**Signature of Reporting Person Date
Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs 12/18/2024
**Signature of Reporting Person Date
Valerijs Vavilovs, By: /s/ Valerijs Vavilovs 12/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The price reported in Column 4 represents a weighted average sales price of $7.234338. These shares were sold in multiple transactions at prices ranging from $7.123393 to $7.35, 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 ranges set forth in footnotes 1 and 2 of this Form 4.
(2) The price reported in Column 4 represents a weighted average sales price of $7.417659. These shares were sold in multiple transactions at prices ranging from $7.350232 to $7.50, inclusive.
(3) 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 43,911,544 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 48,837,453 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]
(4) [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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