Amendment: SEC Form SC 13D/A filed by Cipher Mining Inc.

CUSIP No.  17253J106

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Bitfury Top HoldCo B.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					57,433,744
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					57,433,744
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		57,433,744
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		17.5%
14	TYPE OF REPORTING PERSON (See Instructions)
		CO

CUSIP No.  17253J106

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
		Valerijs Vavilovs
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)  ☐
						(b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
		OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Georgia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
					-0-
			8	SHARED VOTING POWER
					107,748,228
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					107,748,228
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		107,748,228
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		32.8%
14	TYPE OF REPORTING PERSON (See Instructions)
		IN

 

Item 2. Identity and Background.

Item 2(b) of the Schedule 13D is hereby amended and restated to read as follows:

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

In Amendment No. 5 to Schedule 13D filed with the SEC by the Reporting Persons on May 16, 2024, the Reporting Persons disclosed that they had allocated approximately 18.5 million shares of Common Stock that they beneficially owned for the benefit of certain former and current employees, contractors and advisors of the Bitfury Group (collectively, the “Bitfury Beneficiaries”) who participate in long-term incentive plans maintained by BGL. The allocation of approximately 18.5 million shares was split into two tranches consisting of approximately 9.2 million shares and 9.3 million shares, respectively. As previously disclosed by the Reporting Persons, the first tranche of approximately 9.2 million shares was sold by Bitfury on the open market and the cash proceeds were remitted to the applicable Bitfury Beneficiaries. These sales were completed on July 19, 2024.

The first sale of 1,901,112 shares from the allocation to the Bitfury Beneficiaries occurred on September 4, 2024, consisting of (i) 1,421,663 shares sold directly to the Bitfury Beneficiaries for consideration consisting of past employment and services valued at $3.03 per share (the average price of the Common Stock on the Nasdaq on the date of sale), and (ii) 479,449 shares sold by Bitfury on the open market to cover tax withholding at an average price of $3.01 per share. Bitfury currently expects to sell the remainder of the entire tranche in the coming days. All sales were (and will be) made by Bitfury Top HoldCo.

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
Bitfury Holding B.V.			4,821,560				1.5	%			0				4,821,560				0				4,821,560
Bitfury Top HoldCo B.V.			57,433,744				17.5	%			0				57,433,744				0				57,433,744
Bitfury Group Limited			57,433,744				17.5	%			0				57,433,744				0				57,433,744
V3 Holding Limited			107,748,228				32.8	%			0				107,748,228				0				107,748,228
Valerijs Vavilovs			107,748,228				32.8	%			0				107,748,228				0				107,748,228

Date	Number of Shares Sold	Price Per Share	Price Range Per Share
July 18, 2024	609,644	$6.23	$5.91 to $7.10
July 19, 2024	261,847	$6.17	$5.91 to $6.38

Item 7. Materials to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

	BITFURY GROUP LIMITED
	By:	/s/ Valerijs Vavilovs
	Name:	Valerijs Vavilovs
	Title:	Director

	V3 HOLDING LIMITED
	By:	/s/ Valerijs Vavilovs
	Name:	Valerijs Vavilovs
	Title:	Director

	VALERIJS VAVILOVS
	By:	/s/ Valerijs Vavilovs
	Name:	Valerijs Vavilovs