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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Circle Internet Group, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
172573107 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Oak Management Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Oak Investment Partners XIII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Oak Associates XIII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Bandel L. Carano | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Edward F. Glassmeyer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Fredric W. Harman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
|
| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Ann H. Lamont | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Grace A. Ames | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
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| CUSIP No. | 172573107 |
| 1 | Names of Reporting Persons
Andrew Adams | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percentage ownership in item 11 is based on 207,650,578 shares of Class A Common Stock outstanding as reported in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 5, 2025 pursuant to Rule 424(b)(4) of the Securities Act of 1933 (which reflects the full exercise of the underwriters' overallotment option to purchase additional shares).
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Circle Internet Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
ONE WORLD TRADE CENTER, NEW YORK, NY, 10007 | |
| Item 2. | ||
| (a) | Name of person filing:
Oak Investment Partners XIII, L.P ("Oak XIII")
Oak Associates XIII, LLC ("Oak Associates XII")
Oak Management Corporation ("Oak Management")
Bandel L. Carano
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
Grace A. Ames
Andrew Adams | |
| (b) | Address or principal business office or, if none, residence:
c/o Oak Management Corporation
195 Danbury Road, Building A, Suite 220
Wilton, Connecticut 06897 | |
| (c) | Citizenship:
Please refer to Item 4 on the cover sheet for each filing person. | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
172573107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference. | |
| (b) | Percent of class:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
Oak Associates XIII is the general partner of Oak XIII. Oak Management is the manager of Oak XIII. Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont, Grace A. Ames, and Andrew Adams are the managing members of Oak Associates XIII and, as such, may be deemed to possess shared beneficial ownership of the shares of Class A Common Stock held by Oak XIII.
By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of all shares of Class A Common Stock or securities convertible into or exercisable for Class A Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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EXHIBIT A - Joint Filing Agreement
EXHIBIT B - Power of Attorney |