SEC Form 4 filed by Chief Executive Officer Bates Jonathan Robert
$BMNR
Finance: Consumer Services
Finance
| 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
BITMINE IMMERSION TECHNOLOGIES, INC. [ BMNR ] |
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 | 399,000(1) | D | ||||||||
| Common Stock | 210,000 | I | Owned by BFAM Partners, LLC(3) | |||||||
| Common Stock | 96,818 | I | Owned by BFAM & Co., LLC(3) | |||||||
| Common Stock | 252,044(2) | I | Owned by Progression Asset Management Corporation(3) | |||||||
| Common Stock | 15,427 | I | Held by The Entrust Group, Inc. Custodian FBO Jonathan Bates IRA | |||||||
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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 | ||||||||
| Prepaid Variable Forward (obligation to sell) | (1) | (1) | (1) | Common Shares | 300,000(1) | 300,000(1) | D | ||||||||
| Prepaid Variable Forward (obligation to sell) | (2) | (2) | (2) | Common Shares | 100,000(2) | 100,000(2) | I | Owned by Progression Asset Management Corporation(3) | |||||||
| Explanation of Responses: |
| 1. An aggregate of 300,000 of the 399,000 shares of common stock held directly by the Reporting Person is subject to a prepaid variable forward contract, as disclosed in the Form 4 and Form 4/A filed by the Reporting Person with the U.S. Securities and Exchange Commission (the "SEC") on September 24, 2025. The Reporting Person retains voting rights in these shares and may elect to deliver a cash equivalent in lieu of the shares at the maturity date. |
| 2. 100,000 of the 252,044 shares of common stock held by Progression Asset Management Corporation ("PAMC") is subject to a prepaid variable forward contract, as disclosed in the Form 4 filed by the Reporting Person with the SEC on September 24, 2025. The Reporting Person retains voting rights in these shares and may elect to deliver a cash equivalent in lieu of the shares at the maturity date. |
| 3. The Reporting Person is the 100% owner and shareholder of PAMC. The Reporting Person owns 90% of BFAM Partners, LLC ("BFAM") and BFAM & Co., LLC ("BFAM & Co"), respectively, and a trust established for his children owns the remaining 10% of each of the respective BFAM entities (BFAM and BFAM & Co.) |
| Remarks: |
| Effective November 12, 2025, the Reporting Person resigned as Chief Executive Officer and Director of the Issuer. The Reporting Person is voluntarily filing this Form 4 to indicate that he is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended. |
| /s/ Jonathan Bates | 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. | ||