12/12/2024 | Press release | Distributed by Public on 12/12/2024 15:16
FORM 4
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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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ghisallo Capital Management LLC 240 NEWBURY STREET, 2ND FLOOR BOSTON, MA 02116 |
X | |||
Germino Michael 240 NEWBURY STREET, 2ND FLOOR BOSTON, MA 02118 |
X |
Ghisallo Capital Management LLC, By: /s/ Nicole Restivo, Chief Compliance Officer | 12/12/2024 |
**Signature of Reporting Person | Date |
/s/ Michael Germino | 12/12/2024 |
**Signature of Reporting Person | Date |
* | 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) | In connection with the closing of the business combination pursuant to the terms of the Business Combination Agreement, dated March 22, 2022, by and among Thunder Bridge Capital Partners IV, Inc. (the "Issuer"), Coincheck Group B.V., a Dutch private limited liability company ("PubCo"), M1 Co G.K., a Japanese limited liability company, Coincheck Merger Sub, Inc., a Delaware corporation, and Coincheck, Inc., a Japanese joint stock company, each Class A Ordinary Share of the Issuer held by the Ghisallo Funds (as defined below) was exchanged for one ordinary share of Pubco. |
(2) | The securities reported herein are held by certain funds (the "Ghisallo Funds") to which Ghisallo Capital Management LLC (the "Investment Manager"), a Delaware limited liability company, serves as investment advisor. Mr. Michael Germino ("Mr. Germino", and together with the Investment Manager, the "Reporting Persons") indirectly controls the Investment Manager. |
(3) | The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |