01/21/2026 | Press release | Distributed by Public on 01/21/2026 19:32
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock | (2) | (2) | Class A Common Stock | 2,319,070 | (2) | D | |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 910,489 | (2) | I | By Trust(3) |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 723,589 | (2) | I | By Trust(4) |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 910,489 | (2) | I | By Trust(5) |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 723,589 | (2) | I | By Trust(6) |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 910,489 | (2) | I | By Trust(7) |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 723,589 | (2) | I | By Trust(8) |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 910,489 | (2) | I | By Trust(9) |
| Class B Common Stock | (2) | (2) | Class A Common Stock | 723,589 | (2) | I | By Trust(10) |
| Stock Option (Right to Buy) | (11) | 10/05/2032 | Class A Common Stock | 2,000,000 | $0.21 | D | |
| Stock Option (Right to buy) | (12) | 09/17/2029 | Class A Common Stock | 562,860 | $0.18 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Belshe Michael C/O BITGO HOLDINGS, INC. 101 S. REID STREET, SUITE 307, PMB# 9793 SIOUX FALLS, SD 57103 |
X | X | CEO, President, CTO | |
| /s/ Edward Reginelli, Attorney-in-Fact | 01/21/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | Includes 1,000,000 restricted stock units ("RSUs") that vest in accordance with the terms of the award. Each RSU represents a contingent right to receive one share of Class A Common Stock. The Reporting Person has a right to exchange shares of Class A common stock issuable upon settlement of the RSUs for shares of the Issuer's Class B common stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person. |
| (2) | Each share of Class B Common Stock is convertible into one share of the lssuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| (3) | These shares are held by The AB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee. |
| (4) | These shares are held by The AB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee. |
| (5) | These shares are held by The CB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee. |
| (6) | These shares are held by The CB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee. |
| (7) | These shares are held by The CW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee. |
| (8) | These shares are held by The CW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee. |
| (9) | These shares are held by The ZW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee. |
| (10) | These shares are held by The ZW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee. |
| (11) | The options vested as to 1/48th of the award on October 14, 2022, and the remaining 75% of the options will vest in equal monthly installments thereafter until such time as the options are 100% vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The Reporting Person has a right to exchange shares of Class A common stock issuable upon exercise of the options for shares of the Issuer's Class B common stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person. |
| (12) | The option, from which certain shares have been previously exercised, is fully vested. The Reporting Person has a right to exchange shares of Class A common stock issuable upon exercise of the options for shares of the Issuer's Class B common stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person. |