Director New Jason Griffin covered exercise/tax liability with 257,794 shares, gifted 218,456 shares, received a gift of 218,456 shares and was granted 952,500 shares (SEC Form 4)
$ETHZ
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ETHZilla Corp [ ETHZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/12/2025 | A | 952,500(1) | A | $0.00(2) | 952,500 | D | |||
| Common Stock | 11/12/2025 | F | 257,794(3) | D | $0.00 | 711,424 | D | |||
| Common Stock | 11/14/2025 | G(4) | 218,456 | D | $0.00 | 492,250 | D | |||
| Common Stock | 11/14/2025 | G(4) | 218,456 | A | $0.00 | 218,456 | I | By New Island Advisors LLC(5) | ||
| Common Stock | 56,603 | I | By New Island Capital LLC(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. 476,250 shares vested on the grant date and 476,250 shares vest on January 2, 2026. |
| 2. Issued in consideration for services rendered and agreed to be rendered to the Issuer as a member of the Board of Directors of the Issuer. |
| 3. A total of 257,794 shares of common stock awarded to the Reporting Person by the Issuer were withheld by the Issuer to satisfy tax withholding obligations in connection with the award of an aggregate of 476,250 fully-vested shares of common stock to the Reporting Person on November 12, 2025 (see Footnote 1). |
| 4. On November 14, 2025, the Reporting Person transferred 218,456 shares of common stock to New Island Advisors LLC, which is managed by the Reporting Person for estate planning purposes - There was no change in the beneficial ownership of the gifted shares in connection with such transaction. |
| 5. The Reporting Person is the founder and managing partner of New Island Advisors LLC, and therefore deemed to beneficially own the securities held by such entity. Mr. New disclaims beneficial ownership of the securities owned directly by New Island Advisors LLC, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 6. The Reporting Person is the founder and managing partner of New Island Capital LLC, and therefore deemed to beneficially own the securities held by such entity. Mr. New disclaims beneficial ownership of the securities owned directly by New Island Capital LLC, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| /s/ Jason New | 11/14/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||