Cipher Mining (CIFR) Form 4 Cipher Mining / Valerijis Vavilovs ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Bitfury Top HoldCo B.V.

(Last) (First) (Middle)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM P7 1077 ZX

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cipher Mining Inc. [ CIFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/24/2024		S		443,830	D	$4.33(1)	112,410,700	I	See Footnote(5)(6)
Common Stock	06/25/2024		S		454,073	D	$4.26(2)	111,956,627	I	See Footnote(5)(6)
Common Stock	06/26/2024		S		466,915	D	$4.3(3)	111,489,712(4)	I	See Footnote(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Bitfury Top HoldCo B.V.

(Last) (First) (Middle)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM P7 1077 ZX

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

V3 Holding Ltd

(Last) (First) (Middle)

4TH FL HARBOUR PL 103 S CHURCH ST, 10240

(Street)

GEORGE TOWN E9 KY1-1002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bitfury Holding B.V.

(Last) (First) (Middle)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM P7 1077 ZX

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vavilovs Valerijis

(Last) (First) (Middle)

STRAWINSKYLAAN 3051

(Street)

AMSTERDAM P7 1077 ZX

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bitfury Group Ltd

(Last) (First) (Middle)

6TH FLOOR ONE LONDON WALL

(Street)

LONDON X0 EC2Y 5EB

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 represents a weighted average sales price of $4.3293. These shares were sold in multiple transactions at prices ranging from $4.2659 to $4.3989, inclusive. The reporting person undertakes to provide to Cipher Mining Inc., any security holder of Cipher Mining Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in footnotes 1 through 3 of this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $4.2635. These shares were sold in multiple transactions at prices ranging from $4.21 to $4.38, inclusive.

3. The price reported in Column 4 represents a weighted average sales price of $4.2986. These shares were sold in multiple transactions at prices ranging from $4.20 to $4.45, inclusive.

4. The sales reported on this Form 4 were made from the share reserve previously disclosed in Amendment No. 5 to Schedule 13D filed by the Reporting Persons on May 16, 2024. Following the sales reported on this Form 4, the Reporting Persons expect to sell approximately 1.9 million additional shares from the share reserve, subject to market conditions and other matters, as previously reported.

5. Bitfury Holding B.V. is the record holder of 4,821,560 shares of Common Stock. Bitfury Top HoldCo B.V. ("Bitfury Top HoldCo") is the record holder of 56,353,668 shares of Common Stock and is the sole owner of Bitfury Holding B.V. As a result, Bitfury Top HoldCo may be deemed to share beneficial ownership of the shares of Common Stock held by Bitfury Holding B.V. V3 Holding Limited ("V3") is the direct holder of 50,314,484 shares of Common Stock. Valerijs Vavilovs is the sole owner of V3, which is the majority owner of Bitfury Group Limited ("BGL"). BGL is the sole owner of Bitfury Top HoldCo. [Continued]

6. [Cont.] As a result of the foregoing relationships, each of Mr. Vavilovs, V3 and BGL may be deemed to share beneficial ownership of the Common Stock beneficially owned by Bitfury Top HoldCo, and Mr. Vavilovs may be deemed to have beneficial ownership of the Common Stock owned by V3. Each of Mr. Vavilovs, V3, Bitfury Top HoldCo, BGL and Bitfury Holding B.V. disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

	Stijn Ehren, Managing Director of Bitfury Top HoldCo B.V., By: /s/ Stijn Ehren	06/26/2024
	Stijn Ehren, Managing Director of Bitfury Holding B.V., By: /s/ Stijn Ehren	06/26/2024
	Valerijs Vavilovs, Director of Bitfury Group Limited, By: /s/ Valerijs Vavilovs	06/26/2024
	Valerijs Vavilovs, Director of V3 Holding Limited, By: /s/ Valerijs Vavilovs	06/26/2024
	Valerijs Vavilovs, By: /s/ Valerijs Vavilovs	06/26/2024
	** Signature of Reporting Person	Date
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