09/15/2025 | Press release | Distributed by Public on 09/15/2025 19:59
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gemini Space Station, LLC C/O GEMINI SPACE STATION, INC. 600 THIRD AVENUE, 2ND FLOOR NEW YORK, NY 10016 |
X | |||
Winklevoss Tyler Howard C/O GEMINI SPACE STATION, INC. 600 THIRD AVENUE, 2ND FLOOR NEW YORK, NY 10016 |
X | X | Chief Executive Officer | |
Winklevoss Cameron Howard C/O GEMINI SPACE STATION, INC. 600 THIRD AVENUE, 2ND FLOOR NEW YORK, NY 10016 |
X | X | President | |
Winklevoss Capital Fund, LLC FARMERS BANK BUILDING 301 N. MARKET STREET, SUITE 1463 WILMINGTON, DE 19801 |
X |
/s/ Tyler Meade for Gemini Space Station, LLC, By: Tyler Meade, Chief Legal Officer | 09/15/2025 | |
**Signature of Reporting Person | Date | |
/s/ Cameron Winklevoss for Winklevoss Capital Fund, LLC, By: Cameron Winklevoss, Manager, Winklevoss Capital Management, LLC | 09/15/2025 | |
**Signature of Reporting Person | Date | |
/s/ Tyler Meade, as attorney-in-fact | 09/15/2025 | |
**Signature of Reporting Person | Date | |
/s/ Tyler Meade, as attorney-in-fact | 09/15/2025 | |
**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) | Gemini Space Station, LLC was the sole stockholder of the Issuer and held a nominal amount of common stock of the Issuer, which was cancelled in connection with the reorganizational transactions consummated immediately prior to or upon closing of the Issuer's initial public offering on September 15, 2025. |
(2) | Messrs. Tyler Winklevoss and Cameron Winklevoss are the Co-Founders and Principals of Winklevoss Capital Fund, LLC, as well as the Managers of the managing entity of Winklevoss Capital Fund, LLC. As a result, each of Messrs. Tyler Winklevoss and Cameron Winklevoss may be deemed the beneficial owner of the securities beneficially owned by Winklevoss Capital Fund, LLC and disclaims such beneficial ownership except to the extent of their respective pecuniary interest therein. |