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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, par value $0.0001 per share (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
Jeremy Allaire | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,494,820.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.1399 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of (a) 16,457,013 shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock") held directly by Jeremy Allaire, (b) 335,684 shares of Class B Common Stock held of record by the Allaire 2025 Qualified Annuity Trust, an irrevocable grantor trust, of which Jeremy Allaire is the sole trustee and beneficiary, (c) 11,164 shares of Class B Common Stock issuable upon the vesting of Restricted Stock Units held by Jeremy Allaire, and (d) 1,422,411 shares of Class B Common Stock issuable upon the exercise of stock options held by Jeremy Allaire.
The number in Rows (6) and (8) consists of (i) 67,137 shares of Class A common stock held by the Spruce Trust, (ii) 67,137 shares of Class A common stock held by the Beech Trust, (iii) 67,137 shares of Class A common stock held by the Oak Trust, and (iv) 67,137 shares of Class A common stock held by the Chestnut Trust, in each case, legal counsel to Mr. Allaire is the sole trustee.
Each share of Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the Reporting Person. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on a one-for-one basis upon any transfer of such share, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock issuable upon the conversion of Class B Common Stock, as described above, beneficially owned by the Reporting Person as set forth in Row 9 by (b) 227,211,067 shares of Class A Common Stock, which is the number of shares of Class A Common Stock outstanding as of June 30, 2025 and assuming the conversion on a one-for-one basis of 18,226,272 shares of Class B Common Stock beneficially owned by the Reporting Person.
SCHEDULE 13G
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| 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:
Jeremy Allaire | |
| (b) | Address or principal business office or, if none, residence:
c/o Circle Internet Group, Inc.
One World Trade Center, 87th Floor
New York, NY 10007 | |
| (c) | Citizenship:
US | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
18,494,820 | |
| (b) | Percent of class:
8.1399 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
18,226,272 | ||
| (ii) Shared power to vote or to direct the vote:
268,548 | ||
| (iii) Sole power to dispose or to direct the disposition of:
18,226,272 | ||
| (iv) Shared power to dispose or to direct the disposition of:
268,548 | ||
| 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
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| 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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