SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2022
Grayscale Bitcoin Trust (BTC)
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
(Commission File Number)
c/o Grayscale Investments, LLC
290 Harbor Drive, 4th Floor
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: 212 668-1427
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Grayscale Bitcoin Trust (BTC) (the “Trust”) values its Bitcoins for operational purposes by reference to the volume-weighted index price (the “Index Price”) of a Bitcoin in U.S. dollars calculated by applying a weighting algorithm to the price and trading volume data for the immediately preceding 24-hour period as of 4:00 p.m., New York time derived from the selected digital asset exchanges that are reflected in the CoinDesk Bitcoin Price Index (XBX) (the “Index”) on such trade date. The Index Price is calculated using non-GAAP methodology and is not used in the Trust’s financial statements. If the Index becomes unavailable or if Grayscale Investments, LLC, the sponsor (the “Sponsor”) of the Trust, determines in good faith that the Index does not reflect an accurate Bitcoin price, then the Sponsor will employ an alternative method to determine the Index Price under the cascading set of rules as described in the Trust's Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 5, 2021. Effective January 11, 2022, the Sponsor has amended the cascading set of rules used to determine the Index Price as described below.
Updates to the Trust’s Bitcoin Value disclosure:
Determination of the Index Price When Index Price is Unavailable
The Sponsor will use the following cascading set of rules to calculate the Index Price. For the avoidance of doubt, the Sponsor will employ the below rules sequentially and in the order as presented below, should one or more specific rule(s) fail:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Grayscale Investments, LLC as Sponsor of the Grayscale Bitcoin Trust (BTC)
January 13, 2022
/s/ Michael Sonnenshein