11/06/2026 | Press release | Distributed by Public on 11/06/2026 15:51
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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) | ||
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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 | |
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Noor Shain 600 LEXINGTON AVENUE, FLOOR 2 NEW YORK, NY 10022 |
Chief Technology Officer | |||
| /s/ Shain Noor | 11/06/2026 | |
| **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) | Represents shares of common stock, par value $0.001 per share (the "Common Stock"), of Silvia, Inc. (formerly known as ProCap Financial, Inc.) (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations upon the settlement of 125,628 restricted stock units ("RSUs") that vested on October 6, 2026. After such withholding, 80,628 shares of Common Stock were delivered to the Reporting Person. |
| (2) | Consists of (i) 4,233,069 shares of Common Stock held directly, including 435,644 shares of Common Stock received by the Reporting Person in the merger of Silvia Merger Sub, Inc. with and into CFO Silvia, Inc. on April 6, 2026 and held in escrow for the benefit of the Reporting Person to secure indemnification obligations under the related merger agreement, which shares may not be transferred by the Reporting Person while so held, and (ii) 251,257 shares of Common Stock underlying unvested RSUs granted to the Reporting Person on May 19, 2026, which are scheduled to vest as follows: 125,628 RSUs on January 6, 2027 and 125,629 RSUs on April 6, 2027, in each case subject to the Reporting Person's continued service and the other terms of the award. |
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Remarks: This Form 4/A amends the Form 4 filed by the Reporting Person on October 8, 2026 (Accession No. 0001493152-26-046398) (the "Original Form 4") to (i) remove the line reporting an acquisition of 125,628 shares of Common Stock on October 7, 2026, (ii) correct the amount of securities beneficially owned following the reported transaction and (iii) correct the transaction date for when vesting occurred. The 125,628 shares were delivered upon the settlement of a portion of the RSUs granted to the Reporting Person on May 19, 2026. The Reporting Person reports that grant on a separate Form 4 as an acquisition, as of the grant date, of the shares of Common Stock underlying the RSUs; accordingly, the delivery of shares upon settlement is not reported as a separate acquisition. The amount reported in the Original Form 4 as beneficially owned following the reported transactions did not include the 435,644 shares held in escrow for the benefit of the Reporting Person or the shares underlying the Reporting Person's unvested RSUs. The corrected amount also reflects the corrections made in the Reporting Person's amendment to his Form 4 filed July 8, 2026. The withholding transaction reported in the Original Form 4 is restated above with the corrected amount beneficially owned. |
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